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SARAS GROUP PROFILE
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The Saras Group operates in the energy sector and is one of the leading independent oil refiners in Europe. The Sarroch refinery, on the coast south-west of Cagliari, is one of the largest in the Mediterranean in terms of production capacity (15 million tonnes per year, or 300,000 barrels per day) and one of the most advanced in terms of plant complexity (Nelson Index of 11.7). Located in a strategic position in the middle of the Mediterranean, the refinery is owned and managed by the subsidiary Sarlux Srl and is a reference model in terms of efficiency and environmental sustainability, due to its technological know-how acquired over fifty years of activity. To best exploit these resources, Saras has introduced a business model based on the integration of its supply chain through close coordination between refinery operations and commercial activities. This also includes the subsidiary Saras Trading SA, based in Geneva, one of the world's main hubs for trading in oil commodities, which buys crude oil and other raw materials for the refinery, sells refined products, and carries out trading activities.

The Group sells and distributes oil products directly and through its subsidiaries, such as diesel, gasoline, diesel fuel for heating, liquefied petroleum gas (LPG), virgin naphtha, fuel for aviation and bunkering, mainly on the Italian and Spanish markets, but also in various other European and non-European countries.

The Group is also active in the production and sale of electricity, through the IGCC plant (Integrated Gasification Combined Cycle), combined with the refinery and also managed by the subsidiary Sarlux, with an installed capacity of 575MW. The plant, which since April 2021 has been recognized by ARERA as one of the essential plants for the safety of the Italian electricity system, uses heavy refining products and transforms them into approximately 3.5 billion kWh/year of electricity, contributing to about 40% of the electricity needs of Sardinia.

Also in Sardinia, the Group produces and sells electricity from renewable sources, through three wind farms managed by the subsidiaries Sardeolica Srl, Energia Alternativa Srl and Energia Verde Srl located in Sardinia, for a total installed capacity to date of 171 MW. The Saras Group's activity in the renewable sources sector is expected to expand significantly in the medium term, with an installed capacity target of 500MW by 2025.

Lastly, the Group provides industrial engineering and research services to the petroleum, energy and environment industries, via its subsidiary Sartec Srl.

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MILESTONES
1960s Start of operations
1962: Angelo Moratti establishes Saras.
1965: Sarroch refinery begins operations.
1968: Start-up of a new Crude Distillation Unit (Topping) and of the Fluid Catalytic Cracking plant (FCC).

1970s Revamping plants

1970: Start- up of the Alkylation Unit ( ALKY) and of a wastewater treatment plant.
1980s Increase in conversion capacity
1983: Start-up of the Visbreaking Unit (VSB) and of a Vacuum plant (Vacuum).
1984: Start-up of a new Reforming Catalytic unit (CCR).
Fine anni ‘80: Upgrading of the FCC Unit, with capacity increased up to 94,000 bl/day.
1990s Environment, new technologies, and expansion into the wholesale market
1992: Start-up of the first Mild HydroCracking Unit (MHC1).
Mid 1990s: Saras begins to operate in the wholesale market in Spain (Saras Energia) and Italy (Arcola Petrolifera).
2000s - IPO, new investments in high technology and the environment
2001:
  • Start-up of the Integrated Gasification Combined Cycle plant (IGCC).
  • Start-up of a second Mild HydroCracking Unit (MHC2).
  • Start-up of an Etherification Unit (TAME).
2005: The Ulassai wind farm starts operations, with an installed capacity of 72 MW.
2006: IPO per perseguire progetti di crescita e cercare nuove opportunità
2007: Increase in conversion capacity,leading to significant improvements in the production of automotive diesel.
2008:
  • Achievement of EMAS environmental registration (Eco Management Audit Scheme).
  • Start-up of the Tail Gas Treatment and Sulphur recovery Unit (TGTU).
  • Start-up of the gasoline desulphurisation unit (U800).
2009:
  • Sales of gasoline and diesel with 10 ppm (parts per million) sulphur content begin. Significant reduction of indirct SO2 emissions.
  • Saras is the first refinery in Italy to obtain the AIA authorisation (Integrated EnvironmentalAuthorisation), which represents part of a journey to improve the technical and structural characteristics of the plant and production site, in order to minimise the environmental impact of the production activities.
  • Extension of the retail network in the Southern area of Spain, through the integration of 71 new service stations acquired from ERG.
  • During maintenance of plant MHC1, there was a tragic event in which three workers died.
  • Completion of an important cycle of maintenance and investments, critical for the future growth of the Company, on the following Units: Topping 1, FCC, ALKY, TAME, MHC1, MHC2 and VSB.

Years 2010/20 Focus on safety, environment, efficiency and improvement on profitability

2010:
  • Start of the “Project Focus”, the purpose of which is improving production efficiency, effectiveness of the operations and cutting costs.
  • Saras becomes a certified member of the OCIMF (Oil Companies International Marine Forum) and it is now allowed to perform “vetting” operations within the SIRE Programme managed by OCIMF.
  • BondissueontheLuxembourg Stock Exchange, restricted to institutional investors, with a total nominal amount of EUR 250 million and a maturity of 5 years.
2011:
  • “Project Focus” is successful and is also extended to “Planning” and “Supply & Trading”.
  • The Group relies on its commercial and operational flexibility to overcome the shortage of Libyan crude oils, as a consequence of the civil war devastating that country.
  • The ten-year shut-down for scheduled maintenance of the entire IGCC plant takes place..
  • The subsidiary “Sardeolica Srl” increases the installed capacity of the Ulassai wind farm from 72 to 96 MW.
2012:
  • The Board of Directors of Saras approves the Group Business Plan for 2013- 2017, which is focused on activities aimed at improving effectiveness and efficiency, as well as pursuing new commercial opportunities.
  • In the Refining segment, MildHydroCracking-2(MHC2) is revamped
  • Inacompetitiveenvironment, which becomes increasingly harder due to the recession in the Eurozone, the Saras Group continues to aim to be a leading operator in terms of safety and efficiency within its sector.
2013:
  • The industrial strategy of the Group remains focused on striving to achieve operating performance excellence..
  • A major corporate reorganisation is completed, by transferring the business operations of the Refining segment of Saras SpA to the subsidiary Sarlux Srl.
  • At the end of April, Rosneft acquires 13.70% of the share capital of Saras SpA from majority shareholders, Gian Marco and Massimo Moratti and, in mid-June, an additional 7.29% from the financial markets via a voluntary and partial tender offer.
2014:
  • The Saras Group pursues asset management initiatives aimed at cost reduction, increased energy efficiency and the coordination of its refining business activities andoperationalmanagement.
  • Bond issue on the Austrian multilateral trading system, with a total nominal amount of EUR 175 million and a maturity of 5 years.
  • Important five - year turnaround activities are successfully carried out at the Fluid Catalytic Cracking plant (FCC) and its two main ancillary units: Alkylation (Alky) and Etherification (TAME).
  • Arcola Petrolifera Srl was merged into Saras SpA, with effect for accounting and tax purposes as of 1st January 2014.
  • On 29th December 2014, Sarlux Srl purchases a business unit of Versalis SpA, including approximately 80% of the production units of the Versalis petrochemical complex in Sarroch, Sardinia to achieve considerable industrial and organisational synergies and further strengthen the international competitive landscape.
2015:
  • 2015 marks a structural change for oil markets: more balanced crude prices; greater availability of non- standard types of crude; recovery in consumption of petroleum products; streamlining of the European refining system; reduction of spare capacity at global level; and the correction of some market distortions contribute to the recovery in refining margins, mostly benefiting complex refineries such as that of the Saras Group.
  • In order to take full advantage of the opportunities offered by the market, the Saras Group has adopted an innovative business model based on the integrated management of the supply chain (or of the raw materials supply chain). This model is based on the characteristics of flexibility and high conversion of the Sarroch refinery, in addition to the close coordination of planning activities, trading and operational management of plants.
  • On 15th October, the Capital Markets Day of the Saras GroupwasheldattheSarroch refinery with presentation of the Business Plan 2016- 2019, which is based on the optimal execution of the integrated Supply Chain management model and on a series of improvement initiatives related toreliability, energy efficiency and developments of the site configuration, with moderate investments and short re- entry periods.
  • On 19th October, Rosneft sold about 8.99% of the share capital of Saras SpA to a qualified group of institutional international investors and reduced its shareholding to 12%.
  • On 10th December, Saras signed a EUR 265 million five-yearbankloanagreement to refinance existing debt.
2016:
  • 2016 was another positive year for the European refining industry, due to the continued abundance of crude oil, including non-conventional crudes processed preferably in complex, integrated and high conversion sites such as the Saras plant and an increase in overall demand for refined products (+1.3 mb/d compared to 2015).
  • In January, Saras Trading SA became fully operational in Geneva, one of the main global markets for trading oil commodities. This company is a key element in the implementation of the integrated management of the Supply Chain model. It purchases raw materials and sells refined products from the refinery and performs independent crude oil and petroleum product trading activities.
  • On22nd April, the Shareholders’ Meeting voted to distribute a dividend of EUR 0.17 for each share (corresponding to a dividend yield of 10.8%), for a total of EUR 159.1 million. The return to the payment of a dividend after many years has been made possible by improved refining market conditions and the excellent results in the year 2015.
  • The year 2016 sees the Saras Group engaged in a major process to reduce average debt costs, seizing the opportunities offered by the low interest rates resulting from the expansionary policies of the European Central Bank.
2017:

In 2017, the refining industry continues to benefit from favourable conditions characterised by satisfactory margins on the main refined products. Crude oil was well supplied, despite the implementation of cuts in production by OPECcountries and other major producers, although there was some pressure on discounts of heavy crude products, which were most affected by such production cuts. Overall demand for refined products continued to grow and increased by +1.5 mb/d compared to 2016.

  • On 17th January, Rosneft places all the shares in Saras SpA which it held, corresponding to 12% of the share capital of Saras, with a group of international investors.
  • On20th April, the Shareholders’ Meeting voted to distribute a dividend of EUR 0.10 for each share (corresponding to a dividend yield of 4.6%), for a total of EUR 93.6 million.
  • The #digitalSaras program was launched during the year, for the purpose of defining and implementing the most appropriate technological innovations within the framework of Industry 4.0, with a view to further improving operating performance and efficiency.
  • On 22nd December, the Company completes the private placement of bonds with a nominal value of EUR 200 million, maturing on 28th December 2022 and bearing a fixed annual coupon rate of 1.70%. The operation is a continuation of the financial optimisation process that started in 2016. The proceeds were used to refinance part of the gross debt, even with a positive net financial position, in support of the investment plan.
2018:
  • 2018 is a year characterised by strong volatility in the price of crude oil, also influenced by geopolitical tensions.

  • On26th February, the Chairman of the Board of Directors, Gian Marco Moratti, passed away. Gian Marco was the son of Angelo Moratti, who founded the Company. He was CEO until 1981, when he became Chairman.
  • On 12th March, the 2018-2021 Business Plan is presented, which aims to maintain a leading position in the refining sector over the next decade and focuses on operational excellence through investments of EUR 800 million focused on maintaining state-of-the- art facilities, also thanks to the contribution of technological innovation and digitalisation.
  • After the identification of the available technologies and the start of 10 pilot projects, the industrialisation phase of the digitalisation initiatives was undertaken.
  • On27th April, the Shareholders’ Meeting resolves to distribute a dividend of EUR 0.12 for each share (corresponding to a dividend yield of 6.2%), for a total of EUR 112 million andappointedthenewBoard of Directors in office for a three-year period until the date of the shareholders’ meeting called to approve the financial statements as at 31st December 2020.

  • On 3rd May, the new Board of Directors appoints Massimo Moratti as Chairman and Dario Scaffardi as Chief Executive Officer.

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  • On 5th September, Massimo Moratti SApA of Massimo Moratti and MOBRO SpA jointly sold 10% of the capital to a group of institutional investors with the aim of increasing the liquidity of Saras shares on the market.
2019:
  • The year 2019 was dominated by international trade and geopolitical tensions that led to a global economic slowdown. The refining sector has been affected by high volatility, slowing demand for refined products and high sulphur heavy crude prices.
  • In the first months of 2019, one of the largest turnarounds on plants in the last 5 years was completed successfully and on schedule. The Topping "T2", Vacuum "V2", CCR and MHC1 plants were idle for about 60 days.
  • On16th April, the Shareholders’ Meeting voted to distribute a dividend of EUR 0.08 for each share (corresponding to a dividend yield of 5.9%), for a total of EUR 75.3 million.
  • On 24th June, the total non-proportional demerger of MOBRO in favour of Angel Capital Management SpA (ACM) and Stella Holding SpA (Stella) was concluded. As a result of the demerger, Saras SpA is controlled by Massimo Moratti SapA with 20.01%, Angel Capital Management SpA with 10.005% and of the share capital and an aggregate 40.02%, by virtue of the signing of a supplementary agreement to the Saras Pact, aimed exclusively at implementing the effects of the MOBRO demergerandtheconsequent takeover by ACM and Stella of MOBRO's stake in Saras SpA. As a result of the second tacit renewal of the shareholders' agreement, the next expiry date will fall on 30th September 2022.
  • The direct marketing of marine fuels (bunkering) in the Sarroch and Cagliari area began in the second half of August. Refuelling is carried out through a modern ship (barge) equipped with the highest safety standards.
  • During the year under review, the Ulassai wind farm was expanded through the installation of 9 new turbines, adding 30 MW of capacity and bringing the total installed capacity to 126 MW. The work was completedon27th September and the new wind turbines came into operation from that date.
  • On 14th October 2019, the Australian fund Platinum Investment Management Ltd stated that it held 3.055% of the capital.
2020:
  • The year 2020 is characterised by the Covid-19 pandemic and theresultingseriouseconomic and social consequences. Though a positive year was expected for the refining industry because of the new specifications for marine fuels with the entry into force of the IMO-Marpol VI, the industry suffered an unprecedented shock with the collapse in fuel consumption which brought the price of Brent Dtd to historic lows of $13.2/bl in mid-April, before the Opec+ countries had reached initial agreements on production cuts, which caused a further deterioration in refining margins.
  • During the year, one of the most important turnaround programmes in the history of the Sarroch refinery, involving FCC, ALKY and Topping 1 units, was started and completed as planned
  • On 2nd March, the Board of Directorsproposesadividend for the 2019 financial year of EUR 0.04 per share, corresponding to a dividend yield of approximately 3.8%, compared to the closing price of 28th February 2020. On 17th April, the Board of Directors resolves to suspend the dividend distribution proposals on 2019 profits approved on 2nd March 2020, as a matter of prudence in the face of the economic and financial crisis brought about by the Covid-19 emergency.
  • On 12th October, Saras finalises an agreement with the Territorial Trade Unions and the members of the RSU, CIGL, CISL, UIL and UGL, for the start of the partial Ordinary Redundancy Fund (Cassa integrazione Guadagni Ordinaria) to cope with the consequences generated by the on-going emergency, effective from 26th October 2020, for an expected period until 30th June 2021, in view of the continuing negative impact of the pandemic situation in the global market and, specifically, in the Group's reference market.
  • On12th October,theCompany announces the adoption of a number of extraordinary measures to address the effects of the continuing negative scenario, starting from a reduced refinery operation, confirming, however, the maintenance of all the installations currently in operation and the continuity of the fundamental electricity production to ensure the equilibrium of the Sardinian network; a drastic reduction of investments and costs for the year 2021; and a labour cost containment procedure with the launch of a partial redundancy fund and a plan for voluntary incentivised resolutions of employment relationship.
  • On 15th October, the Trafigura Group, which is based in Singapore and trades crude oil and petroleum products internationally through its subsidiary, Urion Holdings (Malta) Limited increases its shareholding to 1.379% whichsubsequentlyincreases to 3.01% on 21st October.
  • On 28th December, Saras concludes a EUR 350 million loan agreement with a pool of main banks and financial institutions, 70% of which was backed by the SACE guarantees issued under the Italy Guarantee programme, as part of a financial consolidation plan aimed at limiting the impact of the Covid-19 emergency.
  • On 29th December 2020, ARERA (the Italian Regulatory Authority for Energy, Networks and the Environment), in view of the end of the CIP 6 incentive period for the Sarlux Srl, IGCC (Integrated Gasification Combined Cycle) plant which is scheduled for 20th April 2021, lists this power plant among the plants essential to the safety of the electricity system for 2021.
  • 2021:
  • The year 2021 is characterised by the economic recovery that followed the Covid-19 pandemic crisis, thanks to the effectiveness of global vaccination campaigns that allowed for a gradual easing of the restrictions adopted to contain infections, and to the stimulus given by various governments to cope with the crisis. The prices of the Brent Dtd rose from 50 to around $78/bl over the course of the year. The growth in oil demand, particularly significant from the second half of the year, made it possible to reach pre-pandemic levels of over 100 mb/day at the end of the year. Refining margins also recorded a more substantial improvement starting from the second half of the year. However, the international scenario has shown very heterogeneous trends among countries. In particular in Europe and in Italy there was an increase in inflation driven by high prices in energy goods also due to some constraints on the supply side. In particular, in the second half of the year, in addition to the acceleration in Brent prices, energy costs, particularly for natural gas, electricity and CO2, soared.
  • On 16th February 2021, Saras signs a memorandum of understanding with Enel Green Power to develop a "green hydrogen" project in Sardinia, with a solution under study that provides for the use of a 20 MW electrolyser powered by locally produced renewable energy to supply green hydrogen to be used as raw material in the Saras refinery at the industrial site of Sarroch, in the province of Cagliari
  • On 30th March, the Board of Directors of Saras SpA approves the Group's Consolidated Financial Statements, the draft SeparateFinancialStatements of Saras SpA and the Sustainability Report at 31st December 2020. The Group's Business Plan for the 2021-24 period is also approved. The Plan includes a number of important measures for 2021 aimed at significantly reducing costs and investments in order to minimise the economic and financial impact of the scenario marked by the pandemic crisis, and contain the debt to levels no higher than those reported at 31st December 2020. The Plan also provides for the continuation of the sustainability and energy transition strategy with the development of new renewable capacity, up to 500 MW in 2024, also through the development of new partnerships. The energy transition strategy is also defined with particular focus on green hydrogen and biofuels.
  • On 13th April, with Resolution no. 152/2021/R/EEL, ARERA,within the framework of the Essentiality Regulation, accepts the application for admissiontothereintegration ofcostssubmittedbySARLUX Srl, for the period from 21st April to 31st December 2021, for the IGCC combined cycle power plant, defining the economic conditions of its operation for 2021 and, in particular, the reintegration component of the fixed costs strictly necessary for electricity production, the reintegration of the so- called "QAR component" (depreciation and return on invested capital, as provided for by Resolution no. 111/06), and, for essential electricity production, the integration of the variable costs is provided for, with respect to the amount collected from the sale on the market at the zonal reference price. The main items of variable costs include the fuel of the IGCC plant, the cost of the oxygen necessary for the transformation of the aforementioned fuel into synthesis gas completely clean of all traces of sulphur or other pollutants, and the charges associated with CO2 emission quotas according to the Emissions Trading System. The production set-up of the IGCC power plant will take into account the requirements defined by Terna related to the safe operation of the electricity system, compatibly with the operational constraints of the SARLUX plant..
  • On 20th May 2021, the Board of Directors confirms the appointment of Massimo Moratti as Chairman and of Dario Scaffardi as Chief Executive Officer and General Manager.
  • On 4th June 2021 the Group, through the subsidiary Sardeolica Srl, acquires the two companies Energia Verde Srl and Energia Alternativa Srl, active in the production of electricity through the operation of two wind farms located in the municipality of Uta (Cagliari).
  • On 15th September, Saras signs a Memorandum of Understanding with Air Liquide, world leader in the field of gases, technologies and services for the industry and healthcare sectors, aimed at exploring the opportunities to reduce the carbon footprint of the refinery in Sarroch, evaluating the technical and economic feasibility of solutions for the capture and storage of CO2 emissions related to the processes of the Sarroch refinery.
  • On 28th December with Resolution630/2021, ARERA accepts the request for admission to the cost reintegration scheme for the combined cycle power plant of Sarlux Srl, IGCC for the year 2022, determining its registration among the essential plants for the electricity system for 2022.
  • On 29th December, the company Sardhy Green Hydrogen Srl is established with the aim, as part of the partnership launched by the two companies on 16th February, of starting the authorisation procedures and, if the financing required under the European IPCEI programme is obtained, of carrying out the engineering, procurementandconstruction of the new hydrolyser through the formalisation of dedicated contracts.
LETTER TO THE SHAREHOLDERS

Two years have passed since the start of the Covid-19 pandemic, and the drop in oil demand that had followed the sharp decline in consumption in 2020 has gradually been absorbed by growth, which, especially since the second half of last year, has

been particularly strong, as shown by oil prices, which, after the increases in late 2020, have risen by a further 50% in 2021. Even

the emergence of new variants in the late months of 2021 did not impact the growth in demand, which in the last quarter of 2021 exceeded 100 million barrels/day, a level close to the pre-pandemic numbers. The IEA's mid-February forecast gave a further increase of at least 3 million barrels per day in 2022.

In the second half of 2021, refining margins in the Mediterranean area also recovered substantially: gasoline margins, which had already returned to pre-Covid levels in the first half of the year, recorded multi-year highs in the summer period thanks to seasonality and extraordinary demand from the Atlantic due to the blockage of refineries and oil platforms affected by several hurricanes in the Gulf of Mexico. The demand for diesel fuel instead recorded a recovery only in the second half of the year, even if the margins remained in a range of about 11-13 USD/bl, still lower than the pre-pandemic multi-year averages of 14-15 USD/ bl, partly due to the absence of at least 40% of jet fuel demand, which, before the pandemic, provided greater support to the middle distillate crack.

Furthermore, in this phase of acceleration, the growth in global oil demand has proved to be more sustained than the supply was able to guarantee, in particular due to the policy of the OPEC countries + Russia that remained conservative and willing to increase production quotas to a moderate extent, resulting in a basically “short” market with an average of just over 2 million barrels per day in the fourth quarter of 2021. Also part of this context is the reduction in global refining capacity which, during 2021, fell for the first time in 30 years, by almost 1.6 mb/d of capacity permanently closed, following the impacts of the crisis, or converted to biorefineries over the year, compared to 0.85 mb/d of new capacity coming on stream.

Countering this constant improvement in the oil scenario in the second half of the year was the unexpected, as well as violent, surge in costs related to electricity and CO2, although the current indications of forward markets seem to indicate a temporary phenomenon, expected to rebalance in the second half of 2022.

In this scenario of increasing operating complexity, our Group has achieved significantly improved economic and financial results in 2021, also thanks to the efficiency and rationalisation of industrial costs and the containment of investments adopted since the end of 2020 to respond to the emergency due to the pandemic crisis while laying the foundations for a more efficient and lean industrial structure, always in full compliance with health, safety and the environment.

With regard to this, I would like to thank all our employees who, during this difficult year, have shown extraordinary professionalism, a sense of responsibility and great dedication to the Company, adhering to the redundancy fund plan, which, although in a reduced form, was extended into the second half of the year.

In particular, in terms of operating costs, in 2021 the Company internalised, through the subsidiary Sartec, its engineering activities and continued the plan to contain the cost of labour started in 2020.

The refinery's operations and processing have also been modulated over the months according to the cost- effectiveness of processing the main refined products, in particular, by maximising production, given its higher profitability compared to diesel, especially in the first part of the year and, at the same time, although representing a secondary component of the yield, we have increased the production of VLSFO, the fuel oil with a very low sulphur content, which showed a growing marginality during the year thanks to the resumption of maritime traffic.

At the same time, in 2021 we have continued our plan to expand the renewables segment with the acquisition of a further 45MWh of installed wind capacity in the south of Sardinia, which immediately became operational at the beginning of the second half and the completion of the re-blading of the existing wind farm with an increase of about 10% in production potential.

These initiatives have contributed to the targeted containment of the debt level below the numbers recorded at the end of 2020.

The sustained growth in oil demand in recent months has also enabled us to draw up a short and medium-term plan based on very positive market fundamentals, with an important return on Group profitability in 2023, also thanks to the essential role played by our thermoelectric plant in Sarroch in Sardinia.

These prospects have been upset by the Ukrainian crisis, primarily due to the explosion in gas prices to which those of electricity are linked, with a strong negative impact on all energy-intensive industrial sectors such as ours.

Secondly, there has been severe turbulence in both crude and commodity oil markets because, although the sector is not currently subject to sanctions, there is a widespread reluctance on the part of many Western countries to resort to use Russian exports.

For the time being, we have chosen, at great sacrifice, to no longer turn to this market. Saras, for technical-economic reasons, has generally used a

limited amount of Russian crude; however, the simultaneous disappearance from the market of this quality of raw, combined with the de facto embargo on Iran and the recent blockade of exports from northern Iraq and, last but not least, the probable blockade and general slowdown in exports from the Black Sea, are creating a very strong shortage of crude oil but also of finished products.

At the same time, however, this situation is greatly increasing the demand for oil products, with positive effects on the refining sector, effects that we believe will remain even after the crisis is resolved, hopefully as soon as possible.

It is evident that, in its seriousness, the emergency we are experiencing highlights once again - after the inflationary pressures of the energy markets that began in the second half of last year - the importance and central role that traditional sources and fuels play in guarantee the sustainability of an orderly, rational and economically sustainable path of energy transition towards renewable sources, a sector in which we are strongly committed.

In this area, our expansion plan is proceeding with a target of 500MW of renewable capacity installed in 2025, with the recent completion of the authorisation process for a new 80MW photovoltaic park in southern Sardinia.

In addition to renewables, other projects launched in 2020 and currently in progress aim to reduce the refinery's carbon footprint. For some of these, such as those in the field of green hydrogen and carbon capture, important partnerships were launched in 2021. We also continue to closely monitor opportunities and market developments for an immediate expansion of our biorefining capacity.

In line with the Purpose to "be an innovative, sustainable Group and a benchmark among energy suppliers", Saras is embarking on a journey towards a mixed business model, based on sustainable refining and production of energy from renewable sources, to ensure energy in modern life.

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MAIN CONSOLIDATED FINANCIAL FIGURES
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MAIN CONSOLIDATED FINANCIAL AND OPERATING FIGURES

EUR MILLION

2021

2020

REVENUE

8,636

5,342

EBITDA

277.1

(87.1)

Comparable EBITDA 1

54.1

(20.8)

EBIT

78.5

(341.1)

Comparable EBIT 1

(144.5)

(238.9)

NET PROFIT

9.3

(275.5)

COMPARABLE NET RESULT 1

(136.0)

(197.0)

Shares outstanding, ‘000,000 (average no.)

951

940

Comparable NET RESULT 1 per share (EUR)

(0.14)

(0.21)

NET FINANCIAL POSITION BEFORE IFRS 16 EFFECT

(453)

(505)

NET FINANCIAL POSITION AFTER IFRS 16 EFFECT

(494)

(545)

CAPEX

78

256

REFINERY RUNS

Thousand tonnes

12,978

11,369

Million barrels

94.7

83.0

Thousand barrels/day

260

229

EXCHANGE RATE (ANNUAL AVERAGE)

EUR/USD

1.18

1.14

EMC BENCHMARK MARGIN

USD/bl

(0.2)

(0.5)

SARAS IND & MKTG MARGIN

USD/bl

4.5

4.7

IGCC ELECTRICITY PRODUCTION

MWh/1,000

3,524

4,071

TOTAL MARKETING SALES

Thousand tonnes

3,336

2,956

of which in Italy

Thousand tonnes

2,156

1,909

of which in Spain

Thousand tonnes

1,180

1,048

RENEWABLE ELECTRICITY PRODUCTION

MWh

258,453

225,530

POWER TARIFF

EURcent/KWh

12.2

3.7

INCENTIVE TARIFF

EURcent/KWh

10.9

9.9

  • To present the Group’s operating performance in a way that best reflects the most recent market trends, in line with generally accepted practices in the oil sector, the operating profit and comparable net profit, non-accounting values processed in this report on operations are stated with the measurement of inventories of crude oils and oil products using the FIFO method, but excluding unrealised gains and losses on stocks resulting from scenario changes calculated by measuring opening stocks (including the related derivatives) at the same unit values as closing stocks (when quantities increase in the period), and closing stocks at the same unit values as opening stocks (when quantities decrease in the period). Items that are non-recurring in terms of their nature, materiality and frequency have been excluded from both the operating profit and the comparable net profit. The results thus calculated, which are referred to as “comparable”, are not indicators defined by the International Financial Reporting Standards (IAS/IFRS) and are unaudited.
CORPORATE AND CONTROL BODIES

BOARD OF DIRECTORS

MASSIMO MORATTI

Chair and Director

DARIO SCAFFARDI

Chief Executive Officer, General Manager and Director ANGELO

ANGELO MORATTI

Director

ANGELOMARIO MORATTI

Director

GABRIELE MORATTI

Director

GIOVANNI EMANUELE MORATTI

Director

GILBERTO CALLERA

Independent Director

ADRIANA CERRETELLI

Independent Director

MONICA DE VIRGILIIS

Independent Director

LAURA FIDANZA

Independent Director

ISABELLE HARVIE-WATT

Independent Director

FRANCESCA LUCHI

Independent Director

BOARD OF STATUTORY AUDITORS

GIANCARLA BRANDA

Chair

FABRIZIO COLOMBO

Auditor

PAOLA SIMONELLI

Auditor

PINUCCIA MAZZA

Alternate Auditor

ANDREA PERRONE

Alternate Auditor

MANAGER IN CHARGE OF FINANCIAL REPORTING

FRANCO BALSAMO

Chief Financial Officer

AUDIT FIRM

EY S.p.a.

media/image11.png
CORPORATE GOVERNANCE

The Company adheres to the Corporate Governance Code, published in January 2020 (the "Code") and entered into force starting from the 2021 financial year, with information to be included in the Corporate Governance Reports to be published in 2022. The Annual Report on Corporate Governance (the “Report”) is prepared by the Board of Directors (the “Board”) and published within 21 days of the Shareholders’ Meeting (the “Shareholders’ Meeting”) called to approve the 2021 financial statements.

In this Report, which is drawn up pursuant to Article 123-bis, paragraph 1 of Legislative Decree no. 58 of 24th February 1998 (the Consolidated Finance Act or TUF), as amended, the main features of the Saras corporate governance system are described, as well as how its various components function in practical terms, with a specific focus on compliance with the recommendations contained in the Code.

The Company’s governance system is formalised in the Code of Ethics, the Articles of Association, the Regulations of the Shareholders’ Meetings, the Regulations of the Board Committees and in a set of principles and procedures periodically updated based on national and international best practices. The corporate organisation of Saras SpA complies with the Italian Civil Code and other laws on corporations, specifically those contained in the Consolidated Finance Act.

The Company is structured in accordance with the traditional model for administration and control, with a 12-member Board of Directors tasked with managing the Company. Within the Board, there is a Remuneration and Appointments Committee, whose functions also include those of the Committee for Related-Party Transactions, a Control, Risks and Sustainability Committee, and a Steering and Strategies Committee, as well as a Board of Statutory Auditors, composed of three standing members and two alternate members, whose tasks include monitoring compliance with legislation and with the Articles of Association and controlling the adequacy of the Company’s organisational structure, internal audit system and administrative and accounting systems.

The composition of the current Board of Directors and the current Board of Statutory Auditors, the former in office for one year until the date of the Shareholders' Meeting called to approve the financial statements at 31st December 2021 and the latter in office for three years until the date of the Shareholders' Meeting called to approve the financial statements at 31st December 2023, was defined during the Shareholders' Meeting of 12th May 2021, which appointed its members. On 19th May 2021, the Board of Directors appointed and conferred the office of Chair to Mr Massimo Moratti and of Chief Executive Officer to Dario Scaffardi.

The Company has entrusted the audit firm EY SpA (EY) with the task of auditing the separate and consolidated financial statements for the financial years 2015-2023, as well as the limited audit of the half- year reports for the same period.

The Report provides details of the role and tasks of the Board of Directors, listing the functions that can and cannot be delegated and providing up-to-date information on its composition and the meetings held in 2021 and in the first months of 2022.

The Board of Directors' meeting of 19th May 2021, having assessed compliance with the independence requirements for Directors Gilberto Callera, Adriana Cerretelli, Laura Fidanza, Isabelle Harvie-Watt and Francesca Luchi, Lawyer and Monica De Virgilis, has also appointed as Lead Independent Director Mr Gilberto Callera, the Remuneration and Appointments Committee (composed of Gilberto Callera, Laura Fidanza and Francesca Luchi), the Control, Risks and Sustainability Committee (composed of independent non-executive directors, Gilberto Callera, Adriana Cerretelli, Laura Fidanza, Isabelle Harvie-Watt and Monica De Virgiliis).

Both Committees have consultative and advisory functions, as provided for in the Code and have met regularly during 2021 and in the first few months of 2022, as illustrated in detail in the Report on Corporate Governance.

In particular, the Remuneration and Appointments Committee has also been assigned the main functions of the Related Parties Committee to perform whenever necessary in compliance with the provisions of the relevant Procedure adopted by the Company pursuant to Art. 2391- bis of the Civil Code as implemented by the Consob Regulation adopted with resolution no. 17221 of 12th March 2010 and subsequent amendments; in addition, in the aforementioned Board meeting of 19th May 2021, the Board of Directors has also established the Control, Risks and Sustainability Committee and the Steering and Strategies Committee with consultative and support functions for the Board itself in defining strategic business and also finance guidelines, as well as sustainability guidelines.

The Report also describes the Company’s internal control system, for which the Board of Directors is responsible and which establishes the guidelines and periodically reviews the operational adequacy and effectiveness, using the Control, Risks and Sustainability Committee and the Internal Audit Function.

The Board appointed the Chief Executive Officer Dario Scaffardi as the Executive Director responsible for overseeing the operations of the internal control system.

The Company has also appointed the Chief Financial Officer, Mr Franco Balsamo, as the manager in charge of financial reporting, according to Art. 154-bis of the Consolidated Finance Act.

The Company has had an "organisation, management and control model” in place since January 2006. It has been updated on many occasions, in implementation of the legislation relating to the "Rules governing the administrative liability of companies" pursuant to Legislative Decree no. 231/2001, which is overseen by a special supervisory body.

The Group’s Code of Ethics (approved by the Board of Directors of Saras SpA on 1st August 2016 and subsequently transposed by the Boards of Directors of other companies in the Group) is also part of the internal control system. It sets out, in a single document, the shared values and principles which underpin the action of the Saras Group and which must be observed by all employees, collaborators and all those who establish relationships with the Group.

In view of the growing importance that Saras assigns to non-economic aspects in terms of defining the Company's value, the Report briefly illustrates, including with references to the "Sustainability Report" that has been published by Saras since 2017, the Company's orientation towards sustainability (inspired by the main national and international standards such as the Corporate Governance Code and Legislative Decree no. 254/2016 and the declaration of non-financial information and diversity (so-called NFS)).

Finally, the Report describes the contents of the internal “Compliance Guideline – Rules for managing relevant information and inside information and the establishment of an Insider Register”, as well as the Procedure to be followed for internal dealing, procedures for related- party transactions and the Code of Conduct for Saras Group Directors, as adopted by the Company’s Board of Directors.

REGULATORY FRAMEWORK

The most important regulations in 2021 relating to the energy, environment and health and safety at work sectors are as follows:

  • Law no. 234 of 30th December 2021, on “State budget for the financial year 2022 and multi-year budget for the three-year period 2022-2024”;
  • Decree-Law no. 228 of 30th December 2021, named “Urgent provisions regarding legislative deadlines”;
  • Law no. 233 of 29th December 2021, on “Conversion into law, as amended, of the decree-law no. 152 of 6th November 2021, containing urgent provisions for the implementation of the National Recovery and Resilience Plan (PNRR) and for the prevention of mafia infiltrations";
  • Resolution no. 630/2021/R/ EEL of 28th December 2021, on "Determinations regarding the Application for Admission to the SARLUX Essential Plant Reintegration Scheme, for the year 2022";
  • Decree-Law no. 221 of 24th December 2021, on “Extension of the national state of emergency and further measures to contain the spread of the Covid-19 epidemic”;
  • Law no. 215 of 17th December 2021, on “Conversion into law, as amended, of the decree-law no. 146 of 21st October 2021, containing urgent measures in economic and fiscal matters, to protect work and for non-postponable needs";
  • Regulation no. 2021/2204/EU of 13th December 2021, on “Regulations of the Commission amending Annex XVII of Regulation (EC) no. 1907/2006 of the European Parliament and the Council concerning the registration, evaluation, authorization and restriction of Chemical Substances (REACH), as regards substances that are carcinogenic, mutagenic or toxic for reproduction (CMR)";
  • Implementing Resolution no. 2021/2326/EU of 30th November 2021, on "Decision establishing the conclusions on the best available techniques (BAT), pursuant to Directive 2010/75/EU of the European Parliament and the Council, for large combustion plants";
  • Law no. 171, of 25th November 2021, on “Conversion into law, as amended, of the decree-law no. 130 of 27th September 2021, with urgent measures to contain the effects of price increases in the electricity and natural gas sector";
  • Decree of the Ministry of the Interior of 24th November 2021, on "Amendments to Annex 1 of the Decree of the Minister of the Interior of 3rd August 2015, concerning the approval of technical fire prevention standards";
  • Regulation 2021/2045/EU of 23rd November 2021 on "Commission Regulation amending Annex XIV of Regulation (EC) no. 1907/2006 of the European Parliament and of the Council on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH)";
  • Decree of the Ministry of Economic Development of 12th November 2021, on "Amendment of the technical annex of the Decree of the President of the Republic no. 160, of 7th September 2010, concerning technical specifications and reorganisation of the discipline on the Single Desk for Productive Activities (SUAP)";
  • Decree of the Ministry of Ecological Transition 12th November 2021, on "Implementation of the Energy Transition Fund in the industrial sector - Compensation for indirect CO2 costs";
  • Legislative Decree no. 210 of 8 th November 2021, on "Implementation of EU Directive 2019/944 of the European Parliament and the Council of 5th June 2019 concerning common rules for the internal market in electricity and amending Directive 2012/27/EU, as well as laying down provisions for the alignment of the national legislation with the provisions of EU Regulation 943/2019 on the internal market in electricity and EU Regulation 941/2019 on risk preparedness in the electricity sector and repealing Directive 2005/89/EC";
  • Legislative Decree no. 199 of 5 th November 2021, on "Implementation of Directive 2018/2001/EU on the promotion of the use of energy from renewable sources";
  • Decree-Law no. 146 of 21st October 2021, on "Urgent economic and fiscal measures to protect work and for non-postponable needs";
  • Decree of the Ministry of the Interior 2nd September 2021, on "Criteria for the management of workplaces in operation and in emergency situations and characteristics of the specific fire prevention and protection service, pursuant to Art. 46, paragraph 3, letter a), point 4 and letter b) of Legislative Decree no. 81 of 9th April 2008";
  • Decree of the Ministry of the Interior of 1st September 2021, on "General criteria for the control and maintenance of systems, equipment and other fire safety systems, pursuant to Art. 46, paragraph 3, letter a), point 3, of legislative decree no. 81 of 9th April 2008";
  • Delegated Regulation no. 2021/1962/EU of 12th August 2021 on “Commission Delegated Regulation correcting Annex VI to Regulation (EC) no. 1272/2008 of the European Parliament and the Council on classification, labelling and packaging of substances and mixtures";
  • Decree of the Ministry of Sustainable Infrastructure and Mobility of 10th August 2021, on “Adoption of tariffs for authorizations, permits or concessions for the construction and verification of energy plants and infrastructures”;
  • Delegated regulation no. 2021/2003/EU of 6th August 2021, on "Delegated regulation of the commission that supplements Directive (EU) 2018/2001 of the European Parliament and the Council by establishing the Union platform for the development of renewables";
  • Law no. 113 of 6th August 2021, on “Conversion into law, with amendments, of the decree-law no. 80 of 9th June 2021, on urgent measures for strengthening the administrative capacity of public administrations that is functional to the implementation of the National Recovery and Resilience Plan (PNRR - Piano nazionale di ripresa e resilienza) and for the efficiency of justice";
  • Decree of the Ministry of Finance of 6th August 2021, on "Allocation of financial resources provided for the implementation of the interventions of the National Recovery and Resilience Plan (PNRR) and allocation of targets and objectives for six-monthly reporting deadlines";
  • Decree of the Ministry of Ecological Transition of 30th July 2021, on "Operating procedures of the ETS Committee and the Technical Secretariat";
  • Law no. 108 of 29th July 2021, on “Conversion into law, as amended, of the decree-law 31st May 2021, no. 77, containing governance of the National Recovery and Resilience Plan and first measures to strengthen administrative structures and to speed up and streamline procedures";
  • Law no. 106 of 23rd July 2021, on “Conversion into law, as amended, of the decree-law no. 73 of 25th May 2021, on urgent measures related to the Covid-19 emergency, for businesses, work, young people, health and local services";
  • Law no. 101 of 1st July 2021, on “Conversion into law, as amended, of the decree-law no. 59 of 6th May 2021, on urgent measures relating to the complementary Fund to the National Recovery and Resilience Plan and other urgent measures for investments";
  • Decree of the Ministry of Ecological Transition of 25th June 2021, on "Operating procedures of the environmental observatories";
  • Decree of the Ministry of Economic Transition no. 261 of 23rd June 2021, on "Approval of the general program for the prevention and management of packaging and packaging waste 2019-2023 - Art. 225, paragraph 4, Legislative Decree 152/2006";
  • Regulation (EU) 2021/979 of 17th June 2021, on “Commission Regulation amending Annexes VII to XI of Regulation (EC) no. 1907/2006 of the European Parliament and of the Council on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH)";
  • Decree-Law no. 77 of 31st May 2021, on "Governance of the National Recovery and Resilience Plan and initial measures to strengthen administrative structures and accelerate and streamline procedures";
  • Law no. 69 of 21st May 2021 on “Conversion into law, as amended, of Decree-Law no. 41 of 22nd March 2021 on urgent measures in support of businesses and economic operators, labour, health and territorial services, related to the Covid-19 emergency”;
  • Decree of the Ministry of Ecological Transition of 21st May 2021, on “Determination of the national quantitative energy saving targets that can be pursued by electricity and gas distribution companies for the years 2021-2024 (so-called white certificates)”;
  • Decree of the Ministry of Labour and Social Policy of 18th May 2021, on "Transposition of Commission Directive no. 2019/1831/EU of 24th October 2019 establishing a fifth list of indicative occupational exposure limit values in implementation of Council Directive 98/24/EC and amending Commission Directive 2000/39/EC";
  • Decree-Law no. 56 of 30th April 2021, on “Urgent provisions regarding legislative deadlines”;
  • Law no. 53 of 22nd April 2021, on “Delegation to the Government for the transposition of European directives and the implementation of other European Union acts - European delegation law 2019- 2020”;
  • Resolution no. 152/2021/R/ EEL of 13th April 2021 related to "Determinations regarding the essential Sarlux electricity production plant, for the period from 21st April to 31th December 2021";
  • Regulation no. 2021/849/EU of 11th March 2021, on “Commission Delegated Regulation amending, for the purposes of its alignment with technical and scientific progress, Part 3 of Annex VI to Regulation (EC) no. 1272/2008 of the European Parliament and the Council on classification, labelling and packaging of substances and mixtures";
  • Regulation no. 2021/280/EU of 22nd February 2021 about the Internal Energy Market Rules on "Commission Implementing Regulation amending Regulations (EU) 2015/1222, (EU) 2016/1719, (EU) 2017/2195 and (EU)
  • 2017/1485 to align them with Regulation (EU) 2019/943";
  • Decree of the Ministry of Labour and Social Policy of 11th February 2021, on " Transposition of Directive (EU) 2019/130 of the European Parliament and the Council of 16th January 2019 and Directive (EU) 2019/983 of the European Parliament and the Council of 5th June 2019 amending Directive (EC) 2004/37 of the European Parliament and the Council of 29th April 2004 on the protection of workers from the risks related to exposure to carcinogens or mutagens at work";
  • Decree of the Ministry of Ecological Transition of 2nd February 2021, on "Updating of coordinated monitoring programmes for the continuous assessment of the environmental status of marine waters".
EQUITY MARKET PERFORMANCE

2021 was a very positive year for global financial listings: the recovery of global stock markets that began in the late months of 2020 continued in 2021, supported by accommodating central bank policies and major economic support plans from the United States and the European Union. Indeed, these markets performed better than those of emerging countries, as well as those of China and Latin America.

The European financial markets recovered the heavy losses recorded in the first half of 2020, with uninterrupted growth between the beginning of the year and the month of November: the composite index that summarises the performance of the 300 European companies with the largest capitalisation – the FTSE EuroFirst 300 - recorded an increase of 23% in the year. Among the main European lists, the best performances were that of the CAC of Paris which gained 28.9%, followed by the Ftse Mib which recorded an increase of 23.0%. Followed by the DAX in Frankfurt which gained 15.8%, the IBEX in Madrid up 7.9% and the FTSE ASE Large Cap in Athens up 11.1%. London FTSE 100 closed up 14.3%.

The US stock markets saw the S&P 500 rise by 27%, repeatedly hitting highs since 1995, the Dow Jones by around 19% and the Nasdaq by 21%.

At sector level, in addition to the IT sector, which continued to deliver strong returns, integrated large caps in the oil and energy sectors in particular benefited from these rises, in the face of the strong recovery in demand and the consequent appreciation of crude oil and other raw materials such as gas and coal. Two other sectors particularly penalised in 2020, real estate and financial, recorded the best performances in 2021.

On the currency market, the euro fell by 7.3% against the dollar, while with reference to government bonds the BTP-Bund spread widened by 23.7%.

The following graph provides a visual representation of the fluctuations in the share prices commented on, using the prices of 1st January 2021 as the “base 100” reference.

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SARAS STOCK PERFORMANCE

SHARE PRICE (EUR)

2021

Minimum price (20/12/2021) *

0.5304

Maximum price (09/06/2021) *

0.88

Average price

0.655

Closing price on 30/12/2021

0.5508

* Minimum and maximum prices refer to official reference prices on the closing of each trading day.

DAILY TRADING VOLUMES

2021

Minimum traded volume in Euro (million) (27/12/2021)

1.2

Minimum traded volume in number of shares (million) (27/08/2021)

2.0

Maximum traded volume in Euro (million) (07/06/2021)

45.5

Maximum traded volume in number of shares (million) (07/06/2021)

53.2

Average traded volume in EUR million

7.0

Average traded volume in number of shares (million)

10.4

The previous data relate on the performance of the Saras stock in terms of price and volumes traded during the period from 4th January 2021 to 30th December 2021.

The market capitalisation at 30th December 2021 (last open market day of the year) amounted to approximately EUR 524 million and, on the same date, there were 951 million shares.

Following the resolution of the Shareholders' Meeting of 12th May 2021 regarding the 2018-2021 Stock Grant Plan, Saras SpA has assigned and delivered all treasury shares in its portfolio, equal to 9,220,216: therefore, the number of ordinary shares in circulation at 31st December 2021 was 951,000,000. For details on own shares held in treasury and on the share movements during the year, reference should be made to the Report on Operations to the separate financial statements of Saras SpA.

The following graph shows the daily trend of the Saras stock, compared with the benchmark index, the FTSE Italia Mid Cap index of the Milan stock exchange: as a result of the phenomena described in the course of this Report and which have affected the refining market, the Saras stock reported a negative performance of 7.4% in 2021. Regarding the Italian market, the benchmark FTSE Mid Cap index, which includes the Saras stock, saw a rise of 30.8%.

It should be noted that, following the quarterly revision of the FTSE index basket, at 21st March 2022, the Saras stock will be included in the FTSE Italia Small Cap Index, which includes all the shares of smaller capitalisation companies not included in the FTSE MIB and FTSE Italia Mid Cap Indexes, instead of the FTSE Italia Mid Cap Index, which includes the shares of the top 60 companies by capitalisation that do not belong to the FTSE MIB index.

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STRUCTURE OF THE SARAS GROUP
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The following graphic shows the structure of the Saras Group and the main companies involved in each business segment, as of 31/12/2021.

It should be noted that, from 1st January 2021, the “Industrial & Marketing” segment includes all refining and electricity generation activities as well as marketing activities. The Renewables segment includes activities previously included in the "Wind" segment, which was renamed in view of the potential developments in photovoltaic power and green hydrogen.

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COMMENTS ON SARAS GROUP RESULTS

GAAP and Non-GAAP measures (alternative performance indicators)

To present the Group’s operating performance in a way that best reflects the most recent market trends, in line with generally accepted practices in the oil sector, the operating profit and comparable net profit, non-accounting values processed in this report on operations have been stated with the measurement of stocks using the FIFO method, but excluding unrealised gains and losses on stocks resulting from scenario changes calculated by measuring opening stocks (including the related derivatives) at the same unit values as closing stocks (when quantities increase in the period), and closing stocks at the same unit values as opening stocks (when quantities decrease in the period). Items that are non-recurring in terms of their nature, materiality and frequency have been excluded from both the operating profit and the comparable net profit.

The results thus calculated, which are referred to as “comparable”, are not indicators defined by the International Financial Reporting Standards (IAS/IFRS) and are unaudited. Non-GAAP financial measures should be read together with information determined by applying the International Accounting Standards (IAS/IFRS) and do not stand in for them.

KEY GROUP FINANCIAL AND OPERATING RESULTS

EUR million

2021

2020

REVENUE

8,636

5,342

Reported EBITDA

277.1

(87.1)

Comparable EBITDA

54.1

(20.8)

Reported EBIT

78.5

(341.1)

Comparable EBIT

(144.5)

(238.9)

Reported NET RESULT

9.3

(275.5)

Comparable NET RESULT

(136.0)

(197.0)

NET FINANCIAL POSITION BEFORE IFRS 16

(453)

(505)

NET FINANCIAL POSITION AFTER IFRS 16

(494)

(545)

CAPEX

77.8

256.0

Please refer to the reconciliation of GAAP-non-GAAP measures in the next paragraph.

Comments on Group results 2021

In 2021, the Saras Group achieved better financial results compared to 2020, although the scenario was still affected by the persisting effects of the pandemic crisis caused by Covid-19. In fact, a more substantial recovery in refining margins - particularly diesel oil crack margins– only took place starting from the second half of the year.

Specifically, since September, diesel refining margins, which were more affected than gasoline by the economic slowdown following the Covid crisis, showed a significant recovery in Europe, averaging $11.1/Specifically, since September, diesel refining margins, which were more affected than gasoline by the economic slowdown following the Covid crisis, showed a significant recovery in Europe, averaging $11.1/bl in the last quarter, a double-digit level not seen since early 2020. These values, while on the rise, did not reach the pre-Covid levels of around $14/bl. In 2021, European air traffic recovered considerably, although not completely, thanks to vaccination campaigns, reaching 64% of pre-Covid levels in January, rising to 70% during the summer,and 78% in December1. In the second half of the year, however, acceleration of consumption due to the post-pandemic recovery led to a surge in raw material costs and energy commodity costs, driving gas, electricity and CO2 prices to record levels and largely offsetting the benefits derived from improved margins.

Within this scenario, the Group continued in 2021 to implement the cost efficiency and investment reduction plan adopted in 2020 with the aim of minimising the impact of the Covid-19 pandemic crisis. In particular, on the operating costs front, during 2021 the Company internalised, through its subsidiary Sartec, its engineering activities and continued its plan to contain labour costs, through the use of the redundancy fund which was adopted to a partial extent for all group employees and extended in the second half of the year, although in a reduced form, with the implementation of a plan for incentivised voluntary termination of employment.

In addition, the refinery's operations were modulated over the months according to the cost-effectiveness of processing the main refined products: in particular, the production of gasoline was maximised due to its higher profitability compared to diesel, especially in the first part of the year and, at the same time, although representing a secondary component of the yield, to be noted is the increase in the production of VLSFO, the fuel oil with a very low sulphur content, which showed a growing marginality during the year thanks to a recovering maritime traffic.

As regards power generation activities, on 21st April 2021, following Resolution no. 598/2020/R/EEL of 29th December 2020, which included the Sarlux Srl IGCC combined cycle power plant among the plants essential for the safety of the electricity system for 2021, and following ARERA Resolution no. 152/2021/R/EEL of 13th April 2021, which defined the economic conditions for its operation in 2021, the transition from the CIP6/92 convention to the essentiality regime was finalised by adopting new technical and economic parameters.

At the same time, the Company continued to implement its plan to expand the Renewables segment, as set out in the Plan, with the acquisition in the second quarter of the year of an additional 45MW of installed wind power capacity, which, net of some maintenance activities, began operations immediately.

In 2021, Group revenues amounted to EUR 8,636 million, compared to EUR 5,342 million last year. The change is primarily attributable to the significant appreciation of the main oil products compared to the same period of the previous year which, we should point out, had been characterised by a heavy slump in prices due to the effects of the pandemic; specifically, the average gasoline price in 2021 was $671/tonne (vs. $382/tonne in 2020), while the average diesel price was $579/tonne (vs. $362/ tonne in 2020). Other factors that contributed positively to the increase in revenues were electricity sales due to the significant increase in the single national price, which averaged 125/MWh in 2021 (vs. EUR 39/MWh in 2020) and higher processing and sales of petroleum products; in fact, it should be noted that in 2020, production was affected by the impact of the multi- year maintenance of the FCC plant and the adverse scenario conditions.

The Group's reported EBITDA in 2021 amounted to EUR 277.1 million, up from EUR -87.1 million in 2020. This positive change was due predominantly to the different impacts of commodity price trends on oil inventories. In 2021, the change in inventories (net of related hedging derivatives) benefited from an appreciation of EUR 226.5 million compared to a loss of EUR 32.2 million in the same period of 2020. In addition, for the remaining part of the improvement in EBITDA, there was an overall improvement in the impact of the oil scenario on margin generation and a negative impact from the increase in electricity and CO2 prices, which, starting from the second half of the year, increased variable costs (only partly offset by essential plant reimbursements). For other comments on operations, please refer to the "Segment Analysis" section.

The Group's reported Net Profit was EUR 9.3 million, compared to EUR -275.5 million in 2020. In addition to the EBITDA figures, depreciation and amortisation decreased in 2021 compared to the previous year, due on the one hand to the negative effect of the reduction in the value of property, plant and equipment as a result of the impairment test (pursuant to IAS 36) recognised in the previous year, and on the other hand to the reduction in intangible assets due to the end of the CIP6 contract; in addition, there was an increase in net financial income and expenses in 2021 due to the effects of exchange rate hedges.

The Group's comparable EBITDA in 2021 stood at EUR 54.1 million, up from EUR -20.8 million recorded in 2020. With respect to reported EBITDA, this result does not include the above-mentioned positive effect of the scenario on changes in inventories (net of related hedging derivatives) from the beginning to the end of the period, includes the impacts of currency derivatives (restated under core business) and excludes non-recurring items mainly relating to the price differential of the shares of CO2 pertaining to the previous year and to the write- down of trade receivables while it maintains the release effect of the unused incentive fund for approximately 4 million euros, as it is not relevant for comparable purposes value and nature. The higher result compared to 2020 is made up of a positive variance in both the "Renewables" and "Industrial & Marketing" segments, which will be described in more detail in the "Segment analysis" section.

The Group’s comparable net loss for 2021 was EUR -136.0 million, versus EUR -197.0 million in the same period last year.

Investments in 2021 amounted to EUR 77.8 million, significantly lower than in 2020. Investments related to the Industrial & Marketing segment amounted to EUR 69.4 million, down on the previous year due to both the initiatives to contain investments, implemented to mitigate the impact of the Covid-19 pandemic, and the lower planned shutdown activities carried out during the year. Investments relating to the Renewables segment amounted to EUR 8.4 million and mainly related to the completion of the reblading activities.

The following tables show the details on the calculation of EBITDA and comparable Net Result for the years 2021 and 2020.

DETAILS ON THE CALCULATION OF COMPARABLE EBITDA

EUR million

2021

2020

Reported EBITDA

277.1

(87.1)

Gains/(losses) on inventories and inventory hedging

(226.5)

32.2

Exchange rate derivatives

(15.8)

5.3

Non-recurring items

19.3

28.8

Comparable EBITDA

54.1

(20.8)

DETAILS ON THE CALCULATION OF COMPARABLE NET PROFIT

EUR million

2021

2020

Reported NET RESULT

9.3

(275.5)

Gains/(losses) on inventories and inventory hedging, net of taxes

(163.3)

23.4

Non-recurring items after tax

18.0

55.2

Comparable NET RESULT

(136.0)

(197.0)

NET FINANCIAL POSITION

The Net Financial Position as of 31st December 2021, before the effect of applying IFRS 16, was negative by EUR 453 million, compared with a negative reported net financial position of EUR 505 million as of 31st December 2020. The Net Financial Position including the effects of IFRS16 (negative impact of EUR 41 million) was a negative EUR 495 million.

In 2021, operations, apart from the positive price changes in inventories, did not offset the disbursements related to the financing of investments and to financial expenses. As for the working capital, it should be noted that the trend in raw material prices generated an increase in trade payables that more than offset the increases related to inventory changes and the increase in trade receivables also induced by the performance of prices in finished products. It should be noted that trade receivables also include those relating to essential plant reimbursements.

It should be noted here that the additional credit lines granted and not used by the Group at 31st December 2021 are mainly short-term and amounted to approximately EUR 500 million. The bank loans referable mainly to the SACE credit line, and the Unicredit loan, have been classified among short-term loans for respectively EUR 258 million and 50 million. This is in application of the accounting standard IAS 1.74, which provides for this type of case where potential breaches of commitments which invalidate the mandatory right to defer the settlement of the liability until its natural expiry beyond twelve months. These payables will be reclassified in the medium-long term, according to their original contractual deadlines, upon receipt of the formal waiver of the banks (actually issued on March 31st, 2022) to make use of this contractual right.

For further details, please refer to the following paragraph "Risk Analysis" and to the Explanatory Notes in sections 1 – Foreword – continuity in Operations and business 5.3.1 Short-term financial liabilities and

5.4.1 Long-term financial liabilities.

KEY GROUP FINANCIAL AND OPERATING RESULTS:

EUR million

2021

2020

Medium- and long-term bank loans

(6)

(399)

Medium- and long-term bonds

0

(199)

Other medium- and long-term financial liabilities

(5)

(13)

Other medium- and long-term financial assets

4

6

Net medium-/long term financial position

(7)

(606)

Bank loans

(385)

(19)

Bonds loans

(200)

0

Payables to banks for bank overdrafts

(163)

(456)

Other short-term financial liabilities

(114)

(39)

Fair value on derivatives and realised net differentials

(9)

(6)

Other financial assets

58

62

Cash and cash equivalents

367

559

Net short-term financial position

(446)

101

Total Net Financial Position before lease liability pursuant to IFRS 16

(453)

(505)

Financial payables for leased assets pursuant to IFRS 16

(41)

(40)

Total Net Financial Position after lease liability pursuant to IFRS 16

(495)

(545)

media/image16.PNG

.

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SEGMENT REVIEW

In order to present the Group's business performance in a consistent manner, the information of the individual companies is attributed to the business segments identified; note that, from 1st January 2021, the “Industrial & Marketing” segment includes all refining and electricity generation activities as well as marketing activities. The “Renewables” segment includes activities previously included in the "Wind" segment, which was renamed in view of the potential developments in photovoltaic power and green hydrogen.

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INDUSTRIAL & MARKETING

The Sarroch production site, located on the coast south-west of Cagliari, consists of one of the largest refineries in the Mediterranean in terms of production capacity and plant complexity, perfectly integrated with an IGCC (combined cycle gasification) plant. The site is strategically located in the centre of the Mediterranean and has a processing capacity of 15 million tonnes/year, corresponding to about 17% of the total distillation capacity in Italy, and an installed power generation capacity of 575 MW.

As regards power generation activities, on 21st April 2021, following ARERA Resolutions 5 98/ 20 20 /R/EEL of 29 th December 2020, which ordered the inclusion of the Sarlux Srl IGCC combined-cycle power plant among the plants essential for the safety of the electricity system for 2021, and 152/2021 of 13th April 2021, the transition from the CIP6/92 convention to the essentiality regime was finalised and the resulting change in the technical and the economic parameters to be considered for its operation was implemented. In particular, Resolution 152/2021 of 13th April 2021 defined the economic conditions for the operation of the plant for 2021, i.e. the reintegration component of the fixed costs strictly necessary for electricity production, the amortisation and remuneration of invested capital, and for essential electricity production, the integration of variable costs with respect to what is collected from sales on the market at the reference zonal price.

The production set-up of the IGCC power plant takes into account the requirements defined by Terna related to the safe operation of the electricity system, compatibly with the operational constraints of the SARLUX plant.

It should be noted that for the "Industrial & Marketing" segment, the results include the sum of the "Refining", "Power", "Marketing" and "Other Activities" segments, as defined from the Quarterly Report at 31st March 2021.

REFERENCE MARKET

The Saras Group operates in the Refining sector through its Sarroch refinery, one of the biggest in the Mediterranean in terms of production capacity (15 million tonnes/year) and also in terms of the complexity of plants it is ranked among the best in Europe (11.7 on the Nelson Index). Located on the coast south-west of Cagliari, it enjoys a strategic position in the middle of the Mediterranean Basin, close to the various crude supplier countries and the main markets for refined products.

Oil Market and Refining Margins (2)

The most recent estimates in the International Monetary Fund's (IMF) World Economic Outlook confirmed that global GDP grew by 5.9% in 2021, thanks to anti-Covid vaccination campaigns and strong economic support policies adopted by many countries. In particular, Europe with 5.2% growth at the end of the year returned fully to pre-crisis levels, while Italy's 6.2%

growth brought GDP back to 0.5 percentage points below its peak in the last quarter of 2019.

Global oil demand averaged 100.2 mb/d in the last quarter of 2021, a level in line with that of 2019. In addition, the shortage of natural gas, LNG and coal supplies caused by the strong recovery in energy demand has increased the demand for fuel oil, crude oil and middle distillates as alternatives in power generation processes, particularly in Europe, where additional consumption has reached up to approx. 250÷300 kb/d in the fourth quarter of 2021 compared to a normal seasonal trend.

However, looking at the global refining industry, the market was still weak in the first half of the year, and a recovery was only recorded from the summer period onwards, especially in terms of margins and processing. Refinery processing, which had declined globally by 7.2 mb/d in 2020, increased by around 3 mb/d in 2021, averaging 77.8 mb/d in the year and reaching 79.9 mb/d in the fourth quarter of 2021. In addition to growing demand, impacting the performance of refining margins, was the reduction in global refining capacity which, during 2021, fell for the first time in 30 years, by more than 0.7 mb/d, with almost 1.6 mb/d of capacity permanently closed or converted to biorefineries over the year, compared to 0.85 mb/d of new capacity coming on stream. However, the surge in energy costs occurring globally, but particularly in the second half of the year in Europe, largely offset the benefits derived from the improved oil scenario.

Here below there is a short analysis of the trends followed by crude oil quotations, by the crack spreads of the main refined oil products, and also by the reference refining margin (EMC Benchmark) in the European market, which is the most relevant geographical context in which the Refining segment of the Saras Group conducts its operations.

Average annual values *

2021

20202019

Crude Oil (USD/bl)

Price of Dated Brent (FOB Med)

70.9

41.8

64.2

Price of Urals (CIF Med)

69.8

42.1

63.8

Heavy-light price differential

-1.1

+0.2

-0.4

Refined Products (USD/tonne)

ULSD price

579.4

362.1

585.6

Gasoline 10ppm

670.7

381.8

594.6

HSFO

375.3

214.5

324.0

Crack spreads (USD/bl)

ULSD crack spread

6.8

6.7

14.3

Gasoline crack spread

9.5

3.9

7.0

HSFO crack spread

-11.3

-7.8

-12.8

Other indicators of profitability

EMC Benchmark margin (USD/bl)

-0.2

-0.5

+1.1

USD/EUR forex

1.183

1.141

1.195

* Sources: “Platts” for prices and crack spreads, and “EMC – Energy Market Consultants” for the reference refining margin EMC Benchmark.

Crude Oil Prices

In 2021, Brent dtd quotations rose by more than 50%, from a quotation of USD 50/bl at the start of the year to around USD 78/bl at the end of the year, and an average quotation over the twelve months of USD 70.9/bl (USD 41.8/bl in 2020).

In the first quarter alone, quotations rose from USD 50/bl to over USD 69/bl in mid-March, buoyed not only by the optimism triggered by the vaccination campaigns, but also by the production discipline of Opec+ Russia countries, which maintained in the first months of the year the same levels of production quotas set for 2020.

In late March and early April, the upturn in the infection curve and a slowdown in the supply of vaccines to EU countries led to new restrictions, and quotations momentarily fell to USD 62-63/bl. Brent prices therefore averaged USD 61.1/bl in the first quarter.

Between May and June, the increase in vaccinations and the relaxation of restrictive measures led to an increase in global oil demand by more than 3 million barrels per day to 98 million barrels per day. Average quotations for the second quarter thus stood at USD 69/bl. Fears of stronger-than-expected demand with the onset of the summer period, unsupported by a gradual easing of production cutbacks, led Brent prices to exceed USD 76/bl at the end of June, reaching their highest values since 2018.

The Opec+ Russia countries showed difficulty in reaching an agreement on the modulation of the recovery, which was only reached in July with the decision to increase production by 400,000 bl/day every month from August, despite requests from the main consumer countries for a more substantial increase. These tensions were worsened by the uncertainties surrounding a possible resolution of the US-Iran nuclear deal negotiations, resulting in a return of Iranian crude exports, and the production reductions in the US triggered by Hurricanes Ida and Nicholas, which hit the Gulf of Mexico, halting production for weeks at a time during the summer months.

In the third quarter, the very positive economic outlook, with consumption and mobility data recovering strongly, led to the highest average Brent price recorded since 2018, at USD 73.5/bl (+6.5% compared to the second quarter of USD 69/bl). The increase in oil prices was also affected by the shortage of natural gas and coal from the second half of the year onwards, which increased the demand for fuel oil, crude oil and middle distillates by up to 500k/bl per day for power plants in many countries, including China, Japan and Pakistan in Asia; Germany and France in Europe; and Brazil.

At the beginning of October, the OPEC+ Russia countries confirmed the strategy adopted in mid-July

- despite requests from the main consumer countries for a more substantial increase - foreseeing no production cuts only at the end of 2022, also declaring some difficulties in meeting the target quotas, also due to underinvestment in previous years by some member countries, including Angola, Nigeria and Malaysia.

In November, however, uncertainties over demand related to the onset of the Omicron Covid variant and the effects of inflation on economic growth led to a temporary downturn in prices, which then rebounded sharply at the end of the year: after rising in October by more than USD 9/bl in a single month, due to concerns over energy supply and ongoing stock drawings, prices fell by around 15%, or around USD 15-17/bbl, in November.

This situation continued for several weeks, with producers and refiners forced to cope with the uncertainties of fluctuating demand due to new Covid-related emergencies and changes in the economic environment.

Prices remained under pressure until 20th December, when the oil and financial markets gradually gained a better understanding of Omicron's impact, and Brent quickly returned to values above USD 75/bl, resuming a bullish trend and ending the fourth quarter with an average price of USD 79.8/bl.

Price differential between heavy and light crude oils (“Urals” vs. “Brent”)

The heavy-light differential in 2021 returned to negative values, averaging a discount of USD -1.1/ bl, compared to an average of USD

+0.2/bl in 2020 (and an average of USD +0.6/bl in 2019), when the production cuts implemented by OPEC+ Russia countries, which mainly affected medium-heavy high-sulphur crude oils, had driven the entire sour basket sharply upwards. The differential returned to negative territory in the first quarter of 2021 at USD -0.5/bl, in a context of increased exports from Russia and still weak demand, and gradually widened in the second quarter to USD -1.2/bl, thanks to an initial and partial reduction in OPEC+ Russia production cuts, and also as a result of lower utilisation by Russian refineries engaged in maintenance cycles. The "heavy- light" differential widened further in the third quarter as a result of unfavourable margins for middle distillates - which process sour crude oils - and reduced buying interest from Eastern buyers. Conversely, the reduction in planned Russian exports in September resulted in a compression of the discount. The average for the third quarter therefore stood at USD -1.8/bl. The Ural therefore strengthened in the last two months of the year, due to delays in supplies from the Black Sea caused by unfavourable weather conditions, which brought the average for the last quarter to USD -1/bl.

“Crack spreads” of the main refined products (i.e. the difference between the value of the product and the cost of crude oil)

The gasoline crack in 2021 averaged USD 9.5/bl compared to USD 3.9/ bl in 2020, a value in line with pre- Covid multi-year averages (USD 8.8/ bl the 2017-19 average; USD 7/bl the 2019 average), which benefited from a particularly significant increase in demand at the end of the summer period. After a major recovery in the first quarter with an average of USD 6.2/bl (compared to USD 3.4/ bl in the fourth quarter of 2020), gasoline margins benefited from a robust increase in car traffic with the start of the summer season, averaging in the second quarter USD 8.9/bl. In addition, between late August and mid-September, hurricanes Ida and Nicholas hit the west coast of the USA, blocking refineries and platforms in the Gulf of Mexico for weeks. This has offered further support, with the gasoline margins in mid-September exceeding USD 17/bl, with a USD 12.6/bl average in the third quarter. In November, in addition to the rebalancing due to the end of the summer period, the crack saw a downturn due to concerns over the release of the new Omicron variant. However, in December a rapid recovery, due both to the decline in crude oil and to contingent problems that reduced gasoline exports from Northern European refineries, resulted in an average fourth-quarter gasoline crack price of USD 10.1/bl, a high level in view of the seasonality and the switch to winter specification.

The diesel crack in 2021 averaged USD 6.8/bl in line with the average recorded in 2020 of USD 6.7/bl, still below the average of USD 14.3/bl recorded in 2019. In the first half of the year, margins were still very weak, averaging USD 4.3/ bl and then USD 4.8/bl in the first and second quarters respectively, particularly affected by reduced demand for jet fuel. In the third quarter, starting in September, a first real improvement was observed thanks to an increase in air traffic in both the US and Europe, supported by a drop in the volume of imported middle distillates, as a result of the aforementioned shutdown of US refineries due to Hurricane Ida. Inventories quickly hit values below historical averages, and the diesel crack averaged USD 7/bl in the third quarter. In the fourth quarter, the effects of economic recovery, despite concerns about new waves of contagion, further reduced stocks of middle distillates to their lowest levels in recent years and, thanks in part to a partial recovery in domestic and international air traffic and a temporary drop in crude oil prices recorded in December, diesel crack averaged USD 11.1/bl, a double-digit level not seen since early 2020.

Jet fuel crack increased to an average of USD 4.1/bl in 2021 from USD 1.2/bl in 2020. In 2019,Jet fuel crack increased to an average of USD 4.1/bl in 2021 from USD 1.2/bl in 2020. In 2019,the average stood at USD 13.9/bl. The demand for jet fuel, while still remaining well below pre-Covid levels (averaging 65% of pre-Covid levels according to the latest IEA estimates) in the second half of the year benefited from a more substantial recovery in air traffic on a national and international scale. In particular, during the summer season, the increase in flights made a substantial contribution to the demand for jet fuel, which in the third quarter recorded an average margin value of USD 4.1/ bl (compared to an average of USD 2/bl in the second quarter and USD 1.6/bl in the first quarter). In the fourth quarter, despite a setback caused by fears over the spread of the Omicron variant, and also thanks to the use of kerosene as a heating fuel in several Asian countries, the average crack more than doubled to USD 8.7/bl.

The VLSFO crack averaged USD 2/bl in 2021 (vs. USD 3.8/bl in 2020). After having continued, at the beginning of the year, the recovery recorded at the end of 2020, with an average in the first quarter of USD 4.5/bl, from the second quarter onwards the VLSFO crack showed a significant compression, in particular between May and June, with values just above zero, due to the rise in crude oil prices and maritime traffic still below the usual seasonal levels. The average for the second quarter therefore stood at USD 1.3/bl. After having reached negative values in July, the recovery of maritime traffic, especially dry- bulk and containers, made it possible to reach values of USD 2/bl between August and September. The average VLSFO crack in the third quarter was therefore USD 0.8/bl. In the last quarter, the recovery of maritime traffic, and increased consumption of fuel oil for power generation to replace gas, resulted in an average of USD 1.6/bl.

The crack of the LSFO, used as blendstock in the formulation of the VLSFO, averaged negative USD -0.2/bl in 2021, compared to an average of USD 1.3/bl in 2020.

The HSFO crack averaged USDThe HSFO crack averaged USD -11.3/bl in 2021 (vs. USD -7.8/bl in 2020). Although the reduction in OPEC+ Russia production cuts contributed to an increase in ATZ crude production, helping to bring the HSFO crack down to ever lower levels and closer to pre-pandemic levels, high natural gas prices have diverted a significant portion of HSFO volumes to power generation in some Asian and Middle Eastern countries.

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Reference refining margin

With regard to the analysis of the profitability of the Industrial & Marketing segment, Saras traditionally uses the refinery margin calculated by EMC (Energy Market Consultants) as a reference for a medium complexity coastal refinery, located in the Mediterranean Basin, which processes a feedstock made up of 50% Brent and 50% Urals crude oils.

As shown in the graph below, the Industrial & Marketing segment of the Saras Group achieves normally a higher margin than the EMC Benchmark margin. The variability of the margin is dependent upon specific market conditions, as well as the performance of industrial and commercial operations in each individual quarter.

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The EMC Benchmark recorded a still negative average value of USD -0.2/ bl in 2021 (USD -0.5/bl in 2020), only showing positive values from the second half of the year onwards.

Saras showed an integrated I&M segment margin of USD 4.5/bl on average in 2021 (including a Marketing channel contribution of USD 0.6/bl) compared to a margin of USD 4.7/bl in 2020 (including a Marketing channel contribution of USD 0.5/bl).

Saras' premium over the EMC benchmark therefore stood at USD 4.7/bl (including USD 0.6/bl contribution from the Marketing channel) compared to a premium of USD 5.2/bl in 2020 (including USD 0.5/bl from the Marketing channel), slightly higher than the guidance of USD 4.3-4.5/bl (including USD 0.5/bl contribution from the Marketing channel) provided last quarter. The value of the premium should also be considered on the basis of processing in the period, amounting to 94.7 million barrels in 2021 compared to only 83 million barrels in 2020.

The reasons for the higher premium of around USD +0.3/bl compared with the guidance are described in the "Segment Analysis"/"Industrial & Marketing" chapter and are attributable to the performance in the fourth quarter and in particular: USD +0.1/bl to a higher contribution from the marketing channel, thanks to higher-than-expected margins; USD +0.2/bl to the positive effect of the improvement in the oil scenario, which more than offset the appreciation in energy costs.

It should be noted that, in some exceptional market conditions, EMC may not be a correct proxy for the performance of the Saras refinery, as happened in the second half of 2021, when variable energy costs were very high compared to historical averages. Energy costs within the EMC benchmark are included in variable costs4, which are in turn determined on the basis of a fixed percentage of the LSFO3 price per barrel; therefore, the EMC does not incorporate the actual appreciation of electricity and CO2 that impacted Saras' margins.

In particular, with reference to electricity, it should be noted that the SNP in the third quarter recorded an average value of EUR 125/MWh and in the fourth quarter an average value of EUR 242/MWh, compared to an average of approximately EUR 80/MWh in June. Similarly, CO2 permit prices averaged EUR 57 and EUR 68/tonne in the third and fourth quarters respectively, compared to a June average of EUR 50/tonne.

These increases had an impact on Saras' margin, estimated on the basis of processing and electricity requirements, of USD -0.5/bl in the third quarter and USD -1.6/bl in the fourth quarter, respectively. If these impacts had been included, EMC would have recorded a lower value of USD +0.5/bl (instead of USD 1/ bl) in the third quarter, and USD

-0.3/bl (instead of USD +1.2/bl) in the fourth quarter, with an average annual value of USD -0.7/bl instead of USD -0.2/bl. Compared to these values of the EMC, recalculated to include the impact of the appreciation of electricity and CO2, the Saras Industrial & Marketing premium would have been equal to USD 5.2/bl (instead of USD 4.7/bl).

Electricity Market

In 2021, accelerating consumption for the post-pandemic recovery has led to an unprecedented surge in the cost of raw materials and energy commodities, creating tensions in key supply markets and driving prices to record levels.

The January 2022 IEA semi-annual report on the electricity market notes that the acceleration in consumption following the pandemic together with more extreme weather conditions in 2021 than in 2020, including a colder-than-average winter, led to a 6% increase in global electricity demand, the highest in percentage terms since 2010. In absolute terms, last year's increase of more than 1,500 terawatt hours was the highest ever recorded. About half of the increase was due to the demand from China which grew by about 10%. This has triggered a build-up of natural gas, LNG and coal stocks and a surge in energy prices in the world's major economies. In particular, the growth in demand for gas from Asia to Russia has led to less availability in Europe.

In Italy in particular, the spot price of natural gas at the TTF (the European reference market for natural gas) increased in 2021 by almost 500% from an average of EUR 21/MWh in January to an average of EUR 120/MWh in December 2021. This exponential increase in the price of gas - on which more than 40% of Italy's electricity production depends - was immediately reflected in the price of wholesale electricity, the SNP (Single National Price), which, from a historical average over the period 2015-2020 of around EUR 50/MWh, rose by almost 400% in 2021, from an average of EUR 61/ MWh in January to an average of EUR 288/MWh in December.

This increase was particularly evident in the second half of the year, when the SNP rose from an average value of EUR 75/MWh in the second quarter, to an average of EUR 125/MWh in the third quarter and then to EUR 242/MWh in the fourth quarter, setting new all-time highs. The 2021 annual average stood at EUR 125.5/kWh compared to the historical minimum of EUR 38.9/kWh in 2020.

The values of "EUA" CO2 emission quotas, traded in the European Emission Trading Scheme (ETS), also more than doubled in 2021 from an average of EUR 33 to EUR 79/ tonne, recording an annual average of EUR 53.2/tonne. These values can be compared with a historical pre-Covid average of about EUR 20/tonne.

The increase in EUAs stems from a number of factors, including the start of "phase 4" of the ETS from 2021 to 2030, for which the European Union expects a greater reduction in the total quantity of emission quotas at an annual rate of 2.2% compared to the previous 1.74%. This helps to reduce oversupply, with consequent upward pressure on prices, together with another mechanism set up by the European Union with the same objective: the so-called "market stabilisation reserve", a fund where excess carbon emission allowances flow, most of which will be phased out from 2023 onwards.

On 14 th July, the European Commission also approved the "Fit for 55" climate package, providing for a series of measures aimed at reducing greenhouse gas emissions by at least 55% (from the previous 40%) compared to 1990 levels by 2030, with the aim of supporting the ecological transition process envisaged in the Green Deal. These measures cover different sectors, from economy to transport, from renewable energy to energy efficiency; in the manufacturing industry the reduction will be 62% (compared to the previous 43%).

Finally, the sudden post-pandemic recovery contributed to this trend. Indeed, the continuing high cost of gas has led to increased use of coal in power generation processes, which produces about twice as much CO2 emissions as gas-fired plants. According to the IEA, the return to more polluting sources of electricity increased global carbon dioxide emissions from electricity production by 7% in 2021, reaching a new all-time high after falling in the previous two years.

Last but not least, there is a speculative component not related to hedging one's position under the ETS Directive, based on the expectation that the price may rise further, at least in the short term. The presence of Investment Funds has grown dramatically since mid 2020, from around 150 to 250 by June 2021, four times the presence of obliged parties (Source NE Numisma Energia).

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.

Main operating results

REFINERY RUNS

2021

2020%

CRUDE PROCESSING

Thousand tonnes

12,978

11,36914%

Million barrels

94.7

83.014%

Thousand barrels/day

260

22914%

COMPLEMENTARY FEEDSTOCKS

Thousand tonnes

809

70215%

ELECTRICITY PRODUCTION

GWh

3,524

4,071-13%

TOTAL SALES

Thousand tonnes

3,336

2,95613%

of which: in Italy

Thousand

tonnes

2,156

1,90913%

of which: in Spain

Thousand

tonnes

1,180

1,04813%

Crude oil processing at the refinery in 2021 amounted to 13.0 million tonnes (11.4 million tonnes in 2020), corresponding to 94.7 million barrels (83.0 million barrels in 2020) and 260 thousand barrels/day (229 thousand barrels/day in 2020), up 14% from 2020.

Processing of complementary charges to crude oil was 0.8 million tonnes, compared to 0.7 million tonnes in 2020. This trend is primarily attributable to the different maintenance cycle planned for the two years (it should be noted that 2020 was affected by significant maintenance of the Topping T1 plant and the FCC unit in the first half of the year); in addition, the changed scenario conditions (especially in the second half of the year) and the different set-ups introduced by the two operating regimes of the power generation plant (operated under the essentiality regime in 2021 compared to the CIP 6 regime that characterised the 2020 operation) also contributed.

Electricity production amounted to 3,524 GWh, down 13% compared to 2020, mainly due to a number of significant production shutdowns involving power generation plants in the first half of 2021 and the changed production set-ups required under the new essentiality regime.

Before analysing in detail the volume of sales of the Marketing channel, it is necessary to highlight some relevant market trends.

In Italy, according to data collected by Unione Energie per la Mobilità (UNEM), oil consumption in 2021 was 9.8% higher than in 2020, but still 8.2% lower than the pre- pandemic levels. In particular, the consumption of transport fuels (gasoline and diesel) amounted to million tonnes, an increase of 17.2% compared to 2020 (increase of 21.7% for gasoline and 15.9% for diesel). New car registrations in 2021 showed an increase of 5.8%, although the comparison was affected by the lockdown in the first part of the previous year. Gasoline-powered cars accounted for 29.7% of the total (vs. 37.5% in 2020), diesel-powered cars for 22.6% (vs. 33.1% in 2020), and hybrid cars for 29% (vs. 15.5% in 2020). In this context, the Saras Group recorded a sales volume of 2,156 million tonnes, an increase of 13% compared to the previous year.

Continuing with the analysis of the Spanish market, data compiled by CORES show that in 2021 the consumption of automotive fuel increased by 13.9% compared to 2020, with a more evident increase for gasoline (+23.4%) than for diesel (+11.8%). In this context, the Spanish subsidiary Saras Energia recorded a sales volume of 1,180 million tonnes, up 13% compared with the previous year.

RAW MATERIALS BY TYPE

2021

2020

Light extra sweet

42%

26%

Light sweet

7%

15%

Medium sweet/extra sweet

5%

4%

Medium sour

28%

32%

Heavy sour/sweet

18%

24%

Average Density°API

33.9

33.6

The mix of crude oils that the Sarroch refinery processed in 2021 had an average density of 33.9°API, lower than the average density processed in 2020. A more detailed analysis of the classes of used crude oils shows an increase in the percentage of light crude oils with a very low sulphur content ("light extra sweet") (an effect attributable to the above- mentioned maintenance work on the FCC plant and the lightening of some types of crude oils typically used), as opposed to a reduction in medium sour and heavy crude oils with both a low and high sulphur content ("heavy sour/sweet"), mainly due to the shutdowns involving the gasification cycle and the different production set- ups of the plant required by the essentiality regime.

An analysis of the mix of raw materials by origin shows that in 2021 the share of raw materials from North Africa decreased by 14% (vs 22% in 2020) and that from the Middle East by 26% (vs 31% in 2020); reductions were offset by an increase in raw materials from the Caspian and North Sea. These changes are due to different conditions concerning market availability and convenience.

RAW MATERIALS BY ORIGIN

2021

2020

North Africa

14%

22%

North Sea

11%

6%

Middle East

26%

31%

Caspian region

32%

27%

West Africa

15%

13%

Other

0%

0%

With regard to the yields of finished products, to be noted is that in 2021 the yield of light distillates (29.0%) increased compared to 2020 (26%), the yield of middle distillates (48%) decreased compared to 2020 (50%), while the yield of fuel oil (8%) increased compared to 2020 (7%). These changes are due to the different plant structures between the two periods, as well as to changed market conditions.

PRODUCTION

2021

2020

LPGThousand tonnes

269

210

yield (%)

2%

2%

NAPHTHA + GASOLINESThousand tonnes

4,026

3,139

yield (%)

29%

26%

MIDDLE DISTILLATESThousand tonnes

6,681

6,082

yield (%)

48%

50%

FUEL OIL AND OTHERSThousand tonnes

1,035

847

yield (%)

8%

7%

Note: The balance to 100% of the production is the "Consumption and Losses" of the Site (related to refining activities and electricity production)

Main financial results

EUR million

2021

2020%

Reported EBITDA

243.7

(93.8)N.A.

Comparable EBITDA

20.7

(28.3)N.A.

of which: related to the Marketing channel

34.9

21.662%

Reported EBIT

52.6

(341.3)N.A.

Comparable EBIT

(170.4)

(239.9)N.A.

EMC BENCHMARK MARGINUSD/bl

(0.2)

(0.5)N.A.

SARAS IND & MKTG MARGINUSD/bl

4.5

4.7-4%

CAPEX

69.4

248.2-72%

Comparable EBITDA in 2021 was positive at EUR 20.7 million, with a Saras Industrial & Marketing margin of USD 4.5/bl, within which the contribution of the Marketing channel was USD 0.6/bl (as usual, already net of the impact of the maintenance activity carried out in the period). This is against a comparable EBITDA of EUR -28.3 million and a Saras Industrial & Marketing margin of USD +4.7/bl (within which the contribution of the Marketing channel was USD 0.5/bl) in the same period of the previous year.

More specifically, when analysing the more purely industrial component, the comparison must take into account: market conditions, the specific performance of the Saras Group (in terms of both operations and commercial management) and the method according to which the costs governed by the applicable legislation for plants essential to the security of the electricity system (i.e. in essentiality regime) are reintegrated. It should be noted that this scheme provides that, where the revenues generated from the sale of essential electricity are lower than the costs incurred in its production (including raw material procurement costs, other variable costs, fixed costs and the share relating to return on capital), these must be supplemented by an appropriate reimbursement by the competent authorities. Conversely, in cases where the revenues generated from the sale of electricity are higher than those costs, the higher margin generated is retroceded in accordance with current regulations.

As far as market conditions are concerned, the impact on margin generation was positive by approximately EUR 60 million and it is to be mainly attributable to the strengthening of the gasoline crack USD 9.5/bl in 2021 (vs. USD 3.9/bl in 2020), only partly offset by the strengthening of the Brent price and the EUR/USD exchange rate, which averaged 1.18 (vs. 1.14 in 2020).

In terms of operating performance in 2021, compared to the same period in 2020, it was approximately EUR -4 million lower, with the impact of the lower performance almost entirely offset by the return on capital guaranteed by the essentiality.

The commercial contribution (which relates to the procurement of crude oil and complementary raw materials, the sale of finished products, tanker charter costs, and inventory management, including mandatory stocks quantities), although positive, compared to what was achieved in 2020 contributed negatively by approximately EUR -45 million; this variance is due to the particularly positive performance that the trading, the sale of products by ship and the sale of compulsory stocks had generated in 2020 (also due to the specific characteristics of the market that cannot be replicated in the changed context of 2021).

Production planning (which consists of optimising the mix of crude oils brought in for processing, the management of semi-finished products, and the production of finished products, including those with special formulations) made a slightly lower contribution than in the previous year, despite a more unfavourable context characterised by limited availability of certain types of crude oil and a deterioration in the characteristics of certain qualities used.

The performance of production activities (which takes into account penalties related to maintenance, both scheduled and unscheduled, and higher consumption compared to the technical limits of some "utilities" such as fuel oil, steam, electricity and fuel gas) was slightly worse than in 2020. Where the potential benefits of a less onerous maintenance plan were substantially offset by a lower production performance.

Variable costs of an industrial nature, net of the components related to the essentiality regime, increased by approximately EUR 105 million in 2021. This increase is attributable for approximately EUR 59 million to the increase in the cost of electricity and for approximately EUR 41 million to the increase in the cost of CO2.

In 2021, industrial fixed costs, as a result of cost containment initiatives launched from the fourth quarter of 2020, decreased by approximately EUR 38 million compared to the previous year's figures. It should also be noted that, within the final costs, approximately EUR 45 million is the amount subject to reimbursements relating to the essentiality regime not present in the previous year.

The contribution of the marketing channel to the comparable EBITDA amounted to EUR 34.9 million, versus EUR 21.6 million in 2020. This difference is mainly due to higher sales margins in Italy (due to the increase in volumes) - where Saras has consolidated its presence in the fuels market (gasoline + diesel) of 4.4% - and in Spain (due to the increase in volumes and unit margins). This contribution should be considered together with the industrial one because their technical and commercial expertise, on which the Group’s business model is based, is closely coordinated.

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RENEWABLES

The Saras Group has historically been active in the production and sale of electricity from renewable sources through its subsidiary Sardeolica Srl, which manages a wind farm located in Ulassai and Perdasdefogu (Sardinia) and, starting from financial year 2021 through the newly acquired Energia verde Srl and Energia Alternativa Srl, owners of two wind farms located in Macchiareddu (Cagliari).

It should be noted that for the "Renewables" segment, the 2020 results correspond to the "Wind" segment, as defined in the 2020 Financial Statements.

In the 2021 financial year, Saras' production from renewable sources amounted to 258,453 MWh, which corresponds to the annual electricity needs of around 186,337 people. The use of renewable wind power has therefore saved 331,028 barrels of oil and reduced CO2 emissions by around 167,475 tonnes. Furthermore, cumulatively, from the time it became operational until 31st December 2021, the park's electricity production reached 2,928,100 MWh.

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Reference market

Directive (EU) 20 18/ 200 1 (Renewable Energy Directive II, RED II) sets forth that EU Member States shall collectively ensure that, by 2030, the share of energy from renewable sources in the EU's gross final consumption of energy is at least 32% and the share of energy from renewable sources in transport is at least 14% of final consumption in that sector.

The new "Fit for 55" climate package approved by the European Commission on 14th July introduced, with regard to renewable energy, a revision of the RED Directive, increasing the minimum target of 32% to 38-40%, further incentivising the deployment of renewables in the energy, heating and cooling and transport sectors, and promoting a better use of waste heat and a better integration of renewables in buildings. The Fit for 55 legislative process provides that any proposal must first go through the scrutiny of the European Parliament and the Council and then through inter- institutional negotiations for the definition of the compromise text and subsequent approval. The first approvals are expected between the last quarter of 2022 and the first quarter of 2023.

In Italy, the share of energy from renewable sources in gross final energy consumption is now about 18%, compared to 19.7% for the EU as a whole, in 2019.

According to the RES Observatory carried out by ANIE Rinnovabili, an association of ANIE Federazione, on the basis of Terna's Gaudì data in the first nine months of 2021 photovoltaic, wind and hydroelectric installations reached a combined total of connected power of 809 MW (+30% compared to the same period in 2020), with different trends for the three sectors: positive for photovoltaic, with an installed capacity of 607 MW (+20%), and wind, with an installed capacity of 179 MW (+229%), and negative for hydro with an installed capacity of e 22 MW (-63%).

According to WindEurope at European level, 17 GW (11 GW in the EU-27) of new wind capacity were installed in 2021, of which 81% coming from onshore installations. These figures compare with the 2020 figures of 14.8 GW of new installed capacity over the full year and the 2019 pre-pandemic figures of 15.5 GW of new installed capacity.

Sweden, Germany and Turkey have built most of the onshore wind power. The UK has the highest total of new wind installations, accounting for the majority of new offshore wind installations.

Europe currently has 236 GW of wind power capacity and will install 18GW per year between 2022 and 2026, but in order to reach Europe's 2030 target of 40% renewable energy, at least 30 GW per year will have to be installed.

Data produced by Terna show that wind power in Italy produced 20,619 GWh in 2021, an increase of 10.8% compared to 2020, with greater windiness and installed capacity, covering 7.4% of national electricity production (compared to 6.8% in 2020) also thanks to favourable weather conditions, which allowed for greater use of the plants.

Main operating and financial results

2021

2020%

ELECTRICITY PRODUCTIONMWh

258,453

225,53015%

POWER TARIFFEURcent/KWh

12.2

3.7228%

INCENTIVE TARIFFEURcent/KWh

10.9

9.910%

In 2021, the comparable EBITDA of the Renewables segment was equal to EUR 33.4 million including the release of the provision for early retirement incentives, equal to EUR 0.7 million, carried out in 2021 on the amount set aside in 2020, compared to EUR 7.4 million realised in 2020; we remind you that in 2020 the difference with respect to reported EBITDA, equal to EUR 6.7 million for the year, is due to costs related to early retirement incentives for the subsidiary Sardeolica.

This variation is attributable for approximately EUR 6 million to the contribution of the wind farms acquired during 2021 and for approximately EUR 20 million to the higher EBITDA generated by the existing wind farm, mainly due to the increase in the average sale price, which in 2021 was 12.2 euro cents per KW/h compared to 3.7 euro cents per KW/h in 2020. The Incentive Tariff was 1.0 EURcent/ kWh higher than in 2020 and incentivised production accounted for around 8% of volumes in 2021 (compared to 7% in 2020).

Production volumes in the period were 15% higher than in the same period of the previous year, mainly due to the production impact of the newly acquired wind farms.

On 4th June 2021, Sardeolica Srl acquired 100% of the shares of Energia Verde Srl and Energia Alternativa Srl, owners of two wind farms located in Macchiareddu, Cagliari (Sardinia), with a total installed capacity of 45 MW, from GWM Renewable Energy SpA, bringing the Group's total installed capacity to 171 MW. 50% of the newly installed capacity benefits from an overall incentive tariff (GRIN), which in 2020 averaged EUR 9.9/KWh, for a period of 6 years (until 2027).

During the year, activities also continued for the development of a pipeline of projects that will lead to the acquisition of additional wind power and photovoltaic capacity for a total of 500 MW by 2025.

Milioni di Euro

 

2021

2020

Var %

EBITDA Reported

 

33,4

6,7

N.A.

EBITDA comparable

 

33,4

7,4

N.A.

EBIT Reported

 

25,9

0,2

N.A.

EBIT comparable

 

25,9

0,9

N.A.

 

 

 

 

 

INVESTIMENTI IN IMMOBILIZZAZIONI

 

8,4

7,5

N.A.

INVESTMENTS BY SEGMENT

The investments made by the Saras Group in 2021 amounted to EUR 77.8 million, down from EUR 255.7 million in 2020.

For the Industrial & Marketing segment, investments in 2021 amounted to EUR 69.4 million, a significant reduction compared to the EUR 248.2 million in 2020, both due to the initiatives to contain investments, put in place to mitigate the impacts of the Covid-19 pandemic, and the reduced planned shutdown activities in the two periods.

Investments in the Renewables segment in 2021 amounted to EUR 8.4 million. These investments mainly concerned reblading activities, which were completed in the third quarter of 2021.

EUR million

2021

2020

INDUSTRIAL & MARKETING

69.4

248.2

RENEWABLES

8.4

7.5

TOTAL

77.8

255.7

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BUSINESS OUTLOOK

The International Monetary Fund indicated in late January GDP growth of +4.4% globally and +3.9% in Europe in 2022, with all member states back to pre-pandemic levels by the end of the year. Looking ahead to 2023, the IMF estimated another year of growth of +3.8%, provided the healthcare situation in most countries finally normalises by the end of this year.

The IEA's estimates in its mid- February monthly oil market report, also indicated a higher global oil demand at the end of 2022 than before the pandemic, with consumption averaging 100.6 million barrels per day, on average about 300kb/d more than in 2019.

The geopolitical crisis in Russia and Ukraine has unfortunately dramatically changed the reference scenario, particularly in Europe, leading to unprecedented volatility in oil and energy commodity prices, the short-term evolution and it will take some time to recover from a normal situation.

The scenario envisaged in the Group's economic and financial forecasts is therefore based on identifying the best forecast in a condition of normality.

With respect to the price of the benchmark oil, Brent Dtd, the assumptions adopted in the 2022 budget saw a price between USD 85-90/bl in the first half of the year, gradually declining between the first and second quarters, with a further rebalancing in the second half of the year to values close to USD 70/bl; the annual average was USD 80/bl. Furthermore, the expected end of OPEC+ Russia cuts, allowed to assume the gradual return of greater availability of sour crude oils, and to assume for 2022 a heavy light differential, i.e. a Ural- Brent dtd discount of USD -1.2/bl on average.

When looking at the margins of the main refined products, namely gasoline and diesel, the projections adopted in the 2022 budget would have led to the assumption of an improvement in crack prices compared to the average values of the fourth quarter of 2021, supported by high demand, the normalisation of demand for jet fuel and the expected reduction in Brent prices. An average gasoline crack of USD 11.1/bl (USD 10.1/bl in Q4 2021) and an average diesel crack of USD 12.8/bl (USD 11.1/bl in Q4 2021) were therefore considered for 2022. The risks considered in the budget assumptions on the demand side were mainly related to the possibility of a resurgence of a new Covid variant, and too high a level of inflation, with a possible increase in interest rates that could slow down the growth of oil demand.

In terms of energy costs, and in particular electricity costs, the assumptions adopted envisaged an average PUN in 2022 of EUR171/MWh and an average EUA permit price of EUR 80/tonne. More specifically, after a first half still under pressure, a partial rebalancing of the price of gas and with it the value of the SNP had been considered due to the end of the winter season, as well as a possible opening of the NordStream2 pipeline - no longer to be expected, an increase in imports from other countries already connected by pipelines, and an increase in domestic production.

By the same token, the assumptions adopted on the quotations of CO2 emission permits would have incorporated a gradual rebalancing of quotations compared to current values from the second half of the year onwards, due to less upward pressure from the price of gas, at an average annual value of EUR80/tonne.

These assumptions would lead in different conditions to consider an average EMC in 2022 of approximately USD 1.6/bl, on the basis of which management estimated to achieve in 2022 an average annual premium for the Industrial & Marketing segment of between USD 4.0 ÷ USD 4.5/bl. This Saras margin was expected to improve further in the period 2023- 24 thanks to sustained levels of demand, a gradual rebalancing of the prices of brent and partly also of costs of electricity.

Furthermore, from an operational point of view, the objectives aimed at are confirmed to consolidate certain measures to make the industrial cost structure more efficient and contain investments. Initiatives that continue to be tailored to the evolution of the macroeconomic context and any operational and commercial opportunities that may arise.

The current Russian-Ukrainian crisis has created strong volatility in the prices of oil and energy commodities, in particularly in Europe. The need to ensure diversification of oil supplies has emerged at various locations and energetic. In this context, the strategic role of Saras is increasingly central thanks to its positioning at the center of Mediterranean, in guaranteeing the security of both oil supplies on the reference markets and electricity to the territory of Sardinia, thanks to its operational continuity.

As noted above, following the outbreak of the conflict between Russia and Ukraine, the level of uncertainty surrounding these assumptions has increased sharply, more so on the supply side, where attention is primarily focused on the impact that forthcoming developments may have on access to the Russian oil and gas market.

The high risk of supply affecting imports from this country has in fact caused a collapse in demand and prices for Russian Ural crude, the discount on which - at the time of writing - has exceeded USD -20/ bl, in preference to alternative sour crude oils, and an immediate rise in Brent prices, which have exceeded USD 120/bl. OPEC+ countries also initially agreed to continue with the gradual restoration of production interrupted during the pandemic, moderately increasing production by 400,000 barrels per day in April, pointing out that "oil price volatility is linked to contingent geopolitical factors, while market fundamentals indicate a well-balanced market". The next OPEC+ meeting is scheduled for 31st March.

The margins on diesel surged dramatically to over USD 25/bl at the time of writing, mainly reflecting fears of a drastic reduction in supply, as well as increased demand for diesel as a substitute for gas.

Gas prices on the TTF market peaked at EUR 295/MWh and the SNP exceeded EUR 500/MWh, while CO2 showed a reduction to EUR 65/tonne.

This volatility does not currently allow reliable forecasts to be made on the short and medium to long- term economic and financial impacts. More specifically, it is not possible to predict the trend in certain variables that are fundamental to the calculation of the Saras margin, such as the prices of Brent and URAL crude, the crack in products, and the PUN and CO2 prices.

In addition, it should be noted that the same EMC benchmark, based on current prices, is no longer a reliable proxy for the profitability of the Sarroch refinery: in fact, it takes into account a different and "simplified" crude slate than that of Saras, composed of 50% Ural and 50% Brent (Brent DTD prices). As indicated, Ural crude oils today present an extraordinarily high discount no longer representative. It should also be remembered that EMC is not representative in conditions of extreme appreciation of the prices in electricity and CO2: in the calculation of the benchmark these costs are in fact included in the variable costs, which are in turn determined on the basis of a fixed percentage of the LSFO price per barrel.

Moreover, the variable costs of EMC do not include the cost of CO2.

In the current context of volatility, however, which still has extremely high refining margins and one sustained demand for products, any short to medium term forecast may not be reliable.

As regards the Renewables segment, the valorisation of the segment's production must take into account the provisions of Decree-Law no. 4 of 27th January 2022, the so-called "TER support", which establishes a "compensation" mechanism for non-incentivised renewable sources, under which producers must repay, up until the end of 2022, the difference between the prices that will occur on the market and "an equitable remuneration", referred to the historical average of prices the market area prices, from the start-up of the plant until 31st December 2020. For Sardeolica, the compensation is based on a historical average price of approximately 62

€/MWh, to be applied to the non- incentivized production sections, equal to approximately 92% of the total production.

Still in the Renewables area, authorisation activities for the development of new greenfield plants are continuing: namely, the authorisation process for the installation of 80 MW of photovoltaic plants has been favourably completed and new authorisations for the development of further wind and photovoltaic capacity are expected to be obtained in 2023. Initiatives are continuing with the aim of reaching a total installed renewable capacity of 500 MW by 2025.

These objectives will be achieved through the development of a pipeline of greenfield wind and photovoltaic projects that can contribute to the achievement of ambitious new capacity development targets, guaranteeing higher returns than to the acquisition of existing assets. The evaluation for the launch of any new partnerships also continues with the aim of create long-term sustainable value.

In this context, in order to accelerate the implementation of the initiatives described and to seize new opportunities deriving from the changed conditions of the sector according to the provisions of the Integrated National Plan for Energy and Climate 2030 and the Green European Deal, the implementation of this plan will consider the best options, including the opportunity to new partnerships with the aim of creating long-term sustainable value.

With regard to the other projects launched by the Group as part of its energy transition strategy, green hydrogen and "Carbon Capture and Storage" (CCS) projects are expected to progress during 2022.

In fact, the project, for which Saras launched a partnership in February 2021 with Enel Green Power, is designed to supply green hydrogen to the Saras refinery through the use of an approximately 20 MW electrolyser, powered exclusively by renewable energy. For this reason Sardhy Green Hydrogen Srl, a subsidiary owned 50% by Saras SpA and 50% by Enel Green Power Italia Srl, was incorporated in the last quarter of 2021.

In 2022, the first steps of the authorization procedures for the electrolysis plant is scheduled to begin, and, if the funding requested under the European IPCEI (Important Projects of Common European Interest) programme has been obtained, the construction of the electrolyser and related works will also be started.

With respect to the Carbon Capture and Storage project, the first phase aimed at evaluating various plant solutions for capturing CO2 was completed in 2021. Further evaluations are underway to proceed with a second phase, in order to achieve a better definition of the whole development chain including logistics and transport aspects, together with an estimate of costs and timeframe.

In the biofuel sector, Saras remains committed to the objective and continues to monitor the possibility of expanding the current production capacity of Hydrogenated Vegetable Oil in co-processing to 100kt/year, and potentially to 250kt/year with reduced investment, depending on the cost-effectiveness of crude vegetable oils.

As far as the Group's investments are concerned, an amount of EUR 150 million is expected in 2022. In the Industrial & Marketing segment in particular, investments of EUR 123 million are planned, which are necessary, after the reduction in expenditure in 2021, to maintain the level of efficiency and competitiveness of the refinery's plants. In the Renewables segment, investments of EUR 27 million are planned, mainly for the execution of the 80 MW photovoltaic park in the Macchiareddu area.

Finally, with regard to the expected trend of the Group's Net Financial Position, in 2022, on the basis of the assumptions described and subject to high market volatility, a level of indebtedness was expected to be partially lower than at the end of the 2021 financial year. In this context the reduction in electricity prices and the improvement in refining margins would have allowed a gradual repayment of debt also due to the development plan in the Renewables sector. The recent geopolitical events do not allow us to predict the evolution of the scenario, let alone to reliably quantify the short-term impacts, although they are causing, on the one hand, a positive impact on margins and working capital, that cannot be quantified to date due to the appreciation of crude oil and oil products, and, on the other, a negative impact arising from higher energy costs.

To pursue the Group's sustainable development path, and in line with its ESG strategy, Saras updated its environmental, social and governance KPIs and related targets for 2022. In recent years, these performance indicators have proved to be valuable tools for keeping the organisation focused and for regularly measuring progress in each of the areas identified.

As an example, the main indicators refer to:

  • Emissions of greenhouse gases (GHG) and air pollutants;
  • Increase in energy efficiency;
  • Reduction in water consumption by industrial associations;
  • Reduction in waste production;
  • Co-processing of vegetable oils at the refinery;
  • Increase in electricity production from renewable sources;
  • Reduction of the accident frequency index;
  • Regular training of Group employees;
  • Promotion of gender diversity;
  • Audits on the implementation of the Group's Internal Control System;
  • Engagement with stakeholders (external and internal).
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HUMAN RESOURCES

In accordance with the provisions of Article 5, paragraph 3, letter b of Legislative Decree no. 254/2016, the Company prepared the consolidated non-financial statement, which constitutes a separate report. The 2020 consolidated non-financial statement, prepared in accordance with GRI Standards, consists of an autonomous document, which, in addition to fulfilling the requirements of Legislative Decree no. 254/16, enables the sharing of the Company Purpose and the sustainable development strategy. Therefore, the chapters concerning Human Resources, Social Responsibility, Health, Safety and Environment and activities with the community, will be broken down more thoroughly in the Sustainability Report - Consolidated Non-Financial Statement.

The systematic set of tools, interventions and activities prepared during the year in the field of human resources is illustrated below to ensure that the organisation achieves its business objectives and continuously improves performance according to the strategic plan defined in the business plan and in the annual budget.

The interventions were inspired by the principles contained in the Group's Purpose relating to sustainable development, the transformation of our way of working and the enhancement of the potential of our people. The initiatives carried out have focused on the development of existing skills, the strengthening of managerial sensibilities enabling people management roles and the importance of awareness of the individual impact on results.

As in the previous year, also during 2021, human resources management policies were affected by the crisis induced by the Covid-19 pandemic.

In particular, the implementation of the programme to reduce operating costs, launched in 2020 in order to ensure the long-term sustainability of the company, continued.

As part of this programme, the redundancy fund continued to be used and was partially reduced in the second half of the year and ended at the end of the year. The redundancy fund involved all employees of the Italian companies, with very few exceptions linked to the need for continuity of operations and business.

In addition, the plan was replicated, after having already led to the exit of 58 employees by 1/1/2021, thus allowing for substantial incentives for early retirement and support to undertake a different professional or business activity. Following the implementation of this new plan, a further 41 employees left the Group at the end of 2021. These exits are mainly the result of the agreements signed with the Trade unions who, fully aware of the extremely difficult context, have actively supported the programmes from the beginning, sharing their objectives and validity.

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Organisation

At the end of 2021, the Group had 1,572 employees, down by 6.8% compared to the previous year, mainly due to terminations for early retirements and unilateral resignations during the year.

In order to best cope with a still difficult and uncertain scenario, in continuity with the previous year, the reorganisation measures for 2021 were geared towards rationalising structures, increase efficiency, reliability and operational flexibility, all inspired by the realisation of an organic and integrated vision of the Group, making the most of people's skills.

In particular, in the context of Business Operations, in order to continue to evolve towards an increasingly efficient and agile organization, some changes have been made that support the optimisation of processes within Asset, HSE and Site Performance. Furthermore, within the Production structure, the internalisation processes of the operational management of the «Sulphur presses» plant and the «DWS» water recovery plant were completed.

In the Energy & Sustainability organisation, the Sardeolica structure was redesigned following the acquisition of the wind farms located in Macchiareddu and in order to achieve the development objectives of new renewable capacity set out in the 2021-2024 Business Plan.

To support the General Manager, the Development & Regulations function was created, dedicated to the development of new business opportunities and to the supervision of the continuous developing of the legislation; the management of operations and maintenance of the production sites has been entrusted to the coordination of Production & Maintenance. The Technology function, in addition to overseeing the technological evolution of the sector, has been assigned the role of project management for all authorisation activities, while the Business Analytics structure is responsible for the collection and processing of data for the optimisation of business activities; finally, the Construction function guarantees the construction of new plants from design to start-up.

In the Commercial area, the Retail & Wholesale Italy and Spain functions have been redefined with the aim of seizing the opportunities offered by their respective reference markets in a more effective and efficient way.

As regards the changes that have taken place in the business support organizations, in the area of Security, ICT & Procurement, the management of cybersecurity for the Group has been entrusted to the ICT Management function. Therefore,As regards the changes that have taken place in the business support organizations, in the area of Security, ICT & Procurement, the management of cybersecurity for the Group has been entrusted to the ICT Management function. Therefore,the structure has assumed the responsibility of providing guidance and coordination to the process, guaranteeing regulatory compliance and introducing innovative solutions and emerging technologies that support the current work model, while ensuring compliance with corporate safety standards.

In the organisation of the Chief Financial Officer area, several rationalisation measures were implemented, which have made it possible to offer an increasingly efficient service to all Group companies, both Italian and foreign.

Finally, the activities related to the management of personal data protection issues were integrated into the General Counsel & Corporate Affairs organisation.

Industrial relations

In the early months of 2021, the activities with the Trade unions have focused on the reorganisation of the infirmary of the Southern Plants of the Sarroch site. At the same time, organisational and management procedures were shared for the shutdowns that have affected the plant during the year (T2, V2, Reforming, Targas, CTE NORD plants).

The management of the pandemic crisis has also affected trade union relations in 2021. The management and RSU/RLSA joint committee has continued to operate and define all measures to contain the spread of the virus.

At the same time, various management actions were implemented through the signing of specific trade union agreements relating to:

  • use of the redundancy fund (CIG Covid-19 for the first six months and CIGO for the remainder of the year), for limited periods of suspension of work throughout the year 2021;
  • consensual terminations with redundancy incentives and the possibility of using the NASPI [New Employment Social Insurance Benefit] allowance;
  • internalisation of the DWS implant.

These actions were carried out for practically all the Group's Italian companies, in agreement with the Trade unions who, aware of the exceptionally difficult situation, shared the set out objectives and supported their implementation.

In particular, the layoffs for Covid-19 were applied until June. Subsequently, following the termination of this particular social safety net, use was made of the ordinary redundancy fund (CIGO), always adopting a socially sustainable approach: the suspension of work activity in fact affected the employees of all Italian companies in a fair and distributed way, compatible with the need to preserve work performance and the appropriate management of assets that are essential for operational and business continuity. To be noted is also that the Chairman of the Board of Directors has made the emolument for the year 2021 available to be used to offset the effects on income caused by the redundancy fund for Group employees in the October- December quarter.

In the middle of the year, the Company and the Trade Unions defined the rules for the implementation of agile work as a structural working method following the Covid-19 pandemic emergency, with a view to flexibility in work activities, the search for a new and constant balance between work and private life, between organisational needs and people's needs, in order to maximise productivity and provide greater professional autonomy. With this in mind, the company has accordingly communicated its corporate policy.

As usual, by May the productivity and profitability indicators associated with the Performance Bonus for the year 2021 were also defined with the trade unions.

Finally, as regards the Sarroch site, on the occasion of the national strike of 16th December, a special agreement was signed on the layout of the installations and the relevant security teams.

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Training and development of human resources

During the year, the Group launched learning initiatives aimed at fostering internal growth in line with policies, corporate values and specific personal and professional characteristics of our people, and also aimed at maintaining a high level of sustainability of the business and create the conditions necessary to face the challenges caused by the energy transition.

Attention was focused in particular on initiatives aimed at accompanying the development of the organisational culture and promoting managerial approaches defined and shared among the leaders of the companies of our Group.

The Learning & Development process is inspired by the principles expressed in the "Our people" Policy and is described in the "Human Resources Process Guideline".

In the belief that the experience- based approach is the most effective way to develop skills, the initiatives undertaken in 2021 were characterised by the adoption of a methodology that gave a lot of space to moments of re-elaboration and consolidation of experiences and skills, using digital learning for self-learning theoretical insights.

These initiatives represented important opportunities for the participants to share and integrate the skills developed in different areas and in the companies they belong to and to create a new common knowledge for the Group's colleagues.

The methodological approach, based on the development of "Learning Agility", has resulted in more effective learning and in the immediate adoption and practical exercise of skills in the field, helping to optimise training time and achieve the set targets.

The main macro-areas of intervention concern:

  • the development of technical specialist skills: training activities aimed at specific professional figures;
  • development of "soft skills" and managerial competences: training activities aimed at developing transversal competences for several corporate roles, linked to the approaches and behaviours accompanying the exercise of the roles and in line with corporate strategies and values;
  • compliance training: training activities on issues governed by law/external bodies (e.g. HSE training, training deriving from certification obligations, etc.).

Parameters

2019

2020

2021

Saras Spa

2,848

3,120

3,076

Sarlux Srl

44,980

46,850

25,325

SARTEC SRL

7,315

4,049

3,889

Sardeolica Srl

3,037

1,819

1,445

Deposito di Arcola Srl

970

273

97

Saras Energia SAU

615

1,129

757

Saras Trading SA586154

160

Total60,35157,394

34,749

The “SarasLearning” digital learning platform continues to be the training environment within which the people of the Group can use all the contents for the development of technical, managerial and soft skills.

Still on the subject of the digitisation of learning contexts, the “Learning Cards” project stands out for the contribution made by people who took the opportunity to capitalise on their skills and experience and turn them into learning content. Thanks to this project, the SarasLearning platform in the course of 2021 was enriched with new contents, collected in "learning paths"; these paths, developed independently by expert colleagues and with the support of HR, represent the basis for building a corporate wealth of skills that can be freely used by all employees.

All people in the Group continued to have free full-time access to the language learning platform to update their foreign language skills, with the main focus on English.

Position training for operational roles continues to be an important opportunity for the development of know-how, both technical and behavioural, as well as an opportunity for the transfer of knowledge and skills to new generations.

In 2021 an important development path was launched for a shared organisational culture inspired by our Purpose. The aim of the initiative is to involve people in defining shared approaches for the identification of behaviours and the execution of concrete actions to promote and deal with transformation.

The Group has continued to invest in the managerial skills of its leaders through paths aimed at leadership development and individual coaching as well as the People Manager path.

As part of the Mentoring programme, Mentors have participated in a preparatory training course, specifically designed to support and structure mentoring projects with common methodologies and tools, focusing on skills considered fundamental for the sustainability of our Group.

Compliance training on the subject of Privacy and of the Organisation, Management and Control Model under Legislative Decree no. 231/2001 is always available to everyone on SarasLearning and is also an integral part of the on- boarding course attended by all new hires.

In summary, in 2021 we continued to invest in the professional growth of people, focusing attention on the development of skills and approaches necessary to accompany and promote the sustainability of our Group.

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Internal communication

During 2021, internal communication activities were aimed at supporting the transformation underway and enhancing the fundamental role that people play in the transformation process, also promoting the dissemination of a way of working increasingly based on accountability, trust, autonomy and the ability to deal with change.

Through internal communication, the objectives and innovations deriving from the reviews of processes and organisational structures and the introduction of new IT and digital tools were also shared, in order to promptly direct people's behaviour towards the expectations and needs of the organization.

Finally, in continuity with the previous year, communication continued on issues related to the Covid-19 pandemic, aimed above all at providing information about working methods and measures to prevent and combat the spread of the virus in the workplace.

Remuneration policies

Management pay components

The fixed gross annual remuneration of the managers of the Group companies refers to national regulations and contracts. This remuneration may be supplemented by any benefits and a variable component linked to strategic objectives and operating results.

The Saras Shareholders' Meeting has approved, on 12th May 2021, the 2021 Stock Grant Plan for the Saras Group's Top Management, after cancelling the “2019-2021 Stock Grant Plan”.

The 2021 Stock Grant Plan had the objective of recognising to the beneficiaries, already recipients of the 2019-2021 stock grant plan, a bonus linked to the results of the business indicators of the previous 2019-2021 stock grant plan, achieved in the two-year period 2019-2020.

The Shareholders' Meeting has also approved the long-term incentive plan for the Saras Group's Top Management, called Performance Cash Plan 2021-2023, with the aim of providing the Company with a remuneration tool that best represents the Company's objective and the management performance, which is more in line with the current strategy and capable of supporting the engagement and retention of the Group's management figures, the details of which are provided in a subsequent section of this Report on Operations.

Components of employee remuneration

The fixed gross annual remuneration of employees complies with the national regulations and contracts as well as with the second level complementary agreements in force (where applicable).

In some cases, benefits and/or a part of an individual variable linked to results may also be assigned.

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HEALTH, SAFETY AND ENVIRONMENT

The prevention of major accidents, the protection of people's health and safety, the safeguarding and improvement of environmental conditions and the prudent and rational use of natural resources are core values for Saras. The Saras Group has defined its guiding principles on the following values:

  • implement any useful initiative to prevent any type of accident and, if necessary, minimise the consequences for people, the environment and assets, also by promoting the development and sharing of expertise;
  • manage all activities in constant compliance with the obligations related to the applicable regulations, the accepted voluntary regulations and the needs and expectations of the stakeholders;
  • plan investments by assessing the availability of technological developments in the sector that have a positive impact on the prevention of major accidents and on the protection of health, safety and the environment;
  • promote integration with the territory through responsible and transparent management of the relations established with it.

Disseminating a culture of safety means continuous research and training activities and the creation of working conditions aimed at gradually reducing the number of emergencies and accidents for Saras Group and contractor workers, with the aim of achieving "zero accidents".

To this end, Saras is working with Confindustria Energia, INAIL and the trade unions to ensure that this culture is also disseminated in the areas in which it operates and among its stakeholders, primarily suppliers, also by involving them in development and awareness- raising programmes.

HSE performance for the year 2021

The injury frequency rate for the entire Group was 2.85, up from the 2.17 reported in 2020. The performance was affected by the number of events reported (7 in 2021 vs 6 in 2020) and by the decrease in the number of hours worked, which is the denominator of the ratio with which the frequency index is calculated. In fact, the total hours worked for the Group amounted to approximately 2.5 million hours in 2021 (compared to approximately 2.8 million hours in 2020), mainly due to the reduction in activities due to the continuing SARS COV2 pandemic.

On the other hand, due to the reduction in hours worked, the frequency index of the subsidiary Sarlux remained more or less stable, despite the decrease in the number of reported events: 5 accidents in 2021 compared to 6 events in 2021, none of which could be classified as "high consequences" (i.e. resulting in more than 6 months' absence from work as a consequence of the accident).

More specifically, out of the 5 accidents that happened to the Sarlux staff in 2021 , only 1 , attributable to defective equipment, was considered to be related to job risks (for which, starting from the Risk Assessment Document, the Employer has put in place all the necessary mitigation measures); while the causes of the other 4 accidents were related to inattention (3), and non-compliance with instructions or rules ( 1). Finally, the field supervision activities implemented in 2021 made it possible to identify 13 “serious near misses” (i.e., events that by mode and type could have caused an injury).

Despite the 7 accidents, the days lost due to accidents went from 239 in 2020 to 143 in 2021, consequently the Group's severity index decreased to 0.06 against the value of 0.09 recorded in the previous year.

In this context the following are included in Sarlux::

1. the implementation of the BBS (Behaviour Based Safety) protocol on the Sarroch site. The Protocol, according to behavioural theories, establishes that behaviours are the result of learning through negative (punishments) and above all positive (rewards) reinforcements, in a sequence of "antecedents" (or activators) that induce "behaviours", which in turn lead to "consequences" (these three phases make up the "three-contingency model - ABC").

The application of the BBS protocol at the Sarlux site began in 2015 with a pilot project in some areas of the plant (Energy, Utilities, Handling and Assets) and was quickly extended to the entire plant and all operational functions. By now, from 2018 onwards, more than 20 thousand observations are made on an annual basis, with percentages of safe behaviour exceeding 98%, a sign that a culture of safety is widespread throughout all company areas.

In 2021, due to reduced work activities because of the persistence of the SARS COV2 pandemic, there was a decrease in the observations carried out but, at the same time, a greater number of feedback was provided (essential lever for the success of the Protocol), and a further increase (98.7%) in the obser ved positive behaviours was noted. As for 2020, also in the current year, the observation checklists have taken into account the behaviours necessary for the prevention of coronavirus contagion. A review of the Protocol is planned for 2022 with the aim of maintaining the results achieved and reducing behaviours that have emerged as a contributory cause of accidents in the last three years.

2.Systematic Periodic Exchanges with Contractors: implemented on a weekly basis during shutdown periods, a calendar of meetings to discuss contingent HSE issues that have occurred on the site. Proactive exchange was further enriched by the contribution of the companies' prevention and protection representatives, who also attend the above-mentioned meetings.

3.Analysis of incidental and near- miss events: Near-misses are events related to work activities, with the potential to produce severe damage to persons and/ or things. Once again, in 2021, the aim was to monitor the trend in near-misses in order to increase the level of perception of the risk for staff working at the site. This was achieved by classifying the severity of near-misses according to the accident scenario, the consequences (magnitude) and possible frequency of the occurrence of the event.

During the year, 23 near-misses were reported and analysed in the same way as accidents, with 1st and 2nd level analyses identifying root causes, contributing factors and corrective and improvement actions.

4. HSE Management Systems Audits: 19 internal audits were planned and performed in 2021.

5. Site inspections: a total of 93 inspections were carried out, involving 40 companies and around 500 audited workers.

The HSE Management System of the Sarlux plant in Sarroch

In order to meet the commitments and achieve the objectives set out by Saras, Sarlux has gradually implemented its HSE Management System over the years.

The HSE Management System is the tool that Sarlux has adopted and maintains in accordance with current regulations and international standards in order to achieve these objectives. This is made possible through the active contribution of all employees, contractors, suppliers and any other person who has access to the site, all of whom have a duty to behave consistently with the values and guiding principles while also ensuring that they are respected.

On 14th May 2021, the Employee/ Manager has updated the Policy for the Prevention of Major Accidents, for the Protection of the Health and Safety of Workers and for the Protection of the Environment.

The HSE Management System is compliant with and is certified for observing the following standards:

  • UNI ISO 14001: 2015 "Environmental management systems: requirements and guidance for use";
  • EC Regulation no. 1221/2009, EC no. 1505/2017 and EC no. 2026/2018 - Community eco- management and audit scheme EMAS = Eco-Management and Audit Scheme;
  • EEC/EAEC/EC Directive no. 87 of 13th October 2003 - ETS = EU Emission Trading System;
  • UNI ISO 45001: 2018 "Occupational health and safety management systems";
  • UNI 10617: 2019 "Factories with major accident danger
  • Safety management systems
  • Essential Requirements".

The system is divided into:

  • the Policy and Objectives;
  • the hierarchical and functional organization;
  • the definition of the scope;
  • a specific documentary structure;
  • the process analysis;
  • the identification of tasks, responsibilities (authority given to the different in- house functions), as well as connections between the functions themselves and with the external organisations involved and concerned;
  • the identification of criteria and requirements applicable to control, assurance and management activities and to the planning and implementation of continuous improvement of the System and the organisation.

The improvement of the HSE management system processes is implemented through the systematic application of mitigation and enhancement actions, with a constant commitment of the Management aiming at the involvement of all company functions.

The criteria and methods that are necessary to ensure the effective functioning and control of the processes involved are described in the documented information related to the system (guidelines, procedures, operating instructions, etc.).

Annually, the Management defines the objectives for the prevention of major accidents, the protection of workers' health, safety and the environment and plans, through the budget, the needs for both human and infrastructural resources (equipment, instrumentation, etc.) to eliminate or minimise risks.

Since May 2018, the Energy Management System (SGE - Sistema di gestione dell’energia), certified to UNI EN ISO 50001, which shares the management and document structure of the HSE Management System, has been implemented.

Safety Management System for the prevention of major accidents

  • SMS-PMA

Specifically regarding the "Safety Management System for the Prevention of major accidents - SMS-PMA" (integral part of the HSE Management System), mandatory for the Sarlux Plant, falling within the scope of the "Legislative Decree no. 105/2015 - Implementation of Directive 2012/18/EU relating to the control of the danger of major accidents connected with dangerous substances” Sarlux has:

  • drafted the Safety Report considering, in the evaluation of possible accidents, the domino effect;
  • defined the Policy for the prevention of major accidents, the protection of the health and safety of workers and the environment;
  • drafted the Policy Document;
  • implemented and maintained a Safety Management System for the Prevention of Major Accidents (SMS-PMA);
  • defined an Internal Emergency Plan (IEP);
  • defined an External Emergency Plan (EEP) in collaboration with the Prefecture of Cagliari and the Fire Brigade.

EMAS registration

Since October 2008 Sarlux has joined the community Eco-Management and Audit Scheme. EMAS is joined on a voluntary basis by both public and private companies and organisations which thus commit to assessing, improving and disseminating their environmental “efficiency”.

EMAS is an important tool for improving environmental p erform an ce by provi di ng supervisory authorities and citizens (the general public) with access to information, certified by an accredited environmental verifier, on the environmental performance of companies and organisations.

Sarlux annually presents its Environmental Declaration through which it informs the control authorities and citizens (the general public) of its environmental performance. The document illustrates:

  • Sarlux’s activities;
  • the environmental aspects connected to these activities, whether directly or indirectly;
  • the environmental improvement objectives that the company has set for itself.

The Declaration is audited annually by an independent, accredited environmental verifier who assesses the accuracy of the information disclosed from the Environmental Management System.

The environment: a constantly improving picture

Being innovative, sustainable and a model among suppliers of safely and reliably produced energy is one of the principles that guide the strategic choices of the Saras Group. Improving reliability and continuity in operations and at the same time guaranteeing territorial and environmental protection is a priority of the Company. In particular, activities to protect the health and safety of all those who work directly and indirectly for the Saras Group are of vital concern. Our company’s continued commitment has made it possible to significantly reduce the impact of production activities on the environment.

In 2021, the consolidated management methods have contributed to the constant improvement of environmental performance and in particular to the main emission parameters.

Minor fluctuations still exist from year to year, which relate to specific plant interventions and extraordinary maintenance.

During the year, technical and operational interventions continued to equip the Plant with the most effective technologies and means in terms of production and respect for the environment; to this end,During the year, technical and operational interventions continued to equip the Plant with the most effective technologies and means in terms of production and respect for the environment; to this end,investments are also included to improve energy efficiency with the consequent reduction of fuel burned (and thus lower atmospheric emissions).

Sulphur dioxide (SO2) and carbon dioxide (CO2) emissions, reviewed based on the above considerations, provide concrete evidence of the continuous improvement of recent years. In 2021, SO2 emissions were 2,970 tonnes and CO2 emissions were 5,699,089 tonnes.

The 2021 information is provisional, because it has yet to undergo a verification process and subsequent certification by an accredited body, as required by Directive 2003/87/EC.

The environmental protection policies also require continuous investment in staff training, which involves all workers at the refinery (including those of contractor companies) and other Group companies in a process aimed at creating a high degree of awareness of environmental issues. Even the most advanced technological systems must be supported by careful management and control by all those involved in the production cycle.

During the year, all the monitoring activities of all environmental aspects related to air, water and soil were carried out and also for the year 2021, no situations emerged for which the company was found guilty of environmental damage.

In addition, the periodic PRTR (Pollutant Release and Transfer Register) reporting of the site's main environmental data was also carried out in 2021. These communications are sent to ISPRA (Istituto Superiore per la Protezione e la Ricerca Ambientale - Institute for Environmental Protection and Research) to be then forwarded to the European Commission. Specifically, the communications concern the emission values in water and air as well as the production of waste.

A detailed and accurate overview of all the environmental aspects that directly or indirectly affect the environment, within and outside the Sarroch Plant, is given in the annual “Environmental Statement”, created according to the Community Eco- Management and Audit Scheme.

AIA: Integrated Environmental Authorisation

From 9 th April 2009 , all environmental authorisations have been integrated and replaced by decree DSA-DEC-2009-0000230 of 24/03/2009 of Integrated Environmental Authorisation (AIA). The Sarroch refinery was the first in Italy to obtain it, in 2009. After the acquisition of the Northern Plants (formerly Versalis Group Eni), the process of integrating the two authorisations was started.

In 2017, the Plant operated under the new decree that partly maintained the two AIA decrees active. While the one that in fact unified the two pre-existing AIA decrees introduced, in the area of atmospheric emissions, the new limits that relate to large combustion plants (combustion plants with a rated thermal power of not less than 50 MWth) that use mixed fuel (fuel gas and fuel oil), while for those that are single-fuel, the limits of the Consolidated Environmental Act continue to apply.

The overall review of the Sarlux Int egr a t ed En vir onmental Authorisation (DEC-MIN-0000263 of 11th October 2017) was published on the website of the Ministry for the Environment and was released on 27th October 2017.

The review investigation, which became mandatory for all refineries following the publication of the new BAT in October 2014, ended with the Services Conference on 20th July 2017, in the presence of all competent Bodies (Ministry of the Environment, Region, Metropolitan City of Cagliari, Municipality of Sarroch, National Institute for Environmental Protection and Research (ISPRA) and Regional Environmental Protection Agency (ARPAS)), following a process started on 28th July 2016 with submission of the required documentation.

The current AIA is valid for 16 years as our plant holds the ISO 14001 certification and the EMAS registration. In 2016 it was also extended to cover the Northern Plants and it authorises the Operator to exercise the three activities carried out here at Sarroch, namely:

1. refinery - (manufacture of products derived from oil refining);

2. IGCC plant - (electricity production);

3. Northern Plants - (manufacture of basic organic chemicals).

The monitoring and control activities stipulated in the AIA permit continued on a regular basis during 2021.

Greenhouse gas emissions

The activities carried out in the Sarroch Plant by the subsidiary Sarlux Srl bring the Saras Group within the scope of the European “Emission Trading System” (ETS) Directive.

The ETS Directive was introduced in 2005 to help member states comply with the requirements of the Kyoto Protocol and reduce carbon dioxide emissions as part of the battle against the greenhouse effect and consequent climate change. It works by assigning an emissions cap through a “National Allocation Plan” to each individual plant falling within the scope of the Directive. The ETS mechanism also allows for surplus allowances that may be traded and/ or stockpiled and any deficit must instead be covered by purchasing emissions quotas on the market.

The allowance is assigned for each of the reference periods established by the Directive. The first reference period was the three-year period between 2005-2007, the second related to the five-year period between 2008-2012, while the third period relates to the years 2013-2020. In the second period of application of the ETS Directive, allocations were tighter, based on the Kyoto Protocol targets. The third period (2013-2020) has also led to a further annual reduction in the allocation of emissions quotas.

The Resolution no. 34/2020 of the National Committee for the management of Directive 2003/87/ EC updated the free quotas allocated to the entire Sarlux plant starting from 2015 following the acquisition of the Versalis business unit (Northern Plants).

The “Emissions Trading System” National Register is available for consultation and records the allowances assigned and the YoY emissions of CO2 in Italy.

The subsidiary Sarlux has been allocated a single position based on the total emissions from all its operations at the Sarroch plant. Sarlux keeps a register that records, calculates and monitors CO2 emissions. The system is certified by accredited independent bodies in accordance with European guidelines and was updated subsequent to the purchase of the Northern Plants.

From 1st January 2021, we entered Phase IV of the system (2021- 2030). Commission Regulation no. 2019/331 of 19.12.2018 established new rules for the allocation of free emission quotas for Phase IV of the system divided into two periods (2021-2025 and 2026-2030).

For the period 2021-2025 for the plant (Refinery, IGCC and Northern Plants), in June 2019, a suitable application for allocation was submitted as established by the National Committee for the management of Directive 2003/87/ EC based on processing/production data for the period 2014 - 2018.

In Resolution 42_ 2021 , the Committee has indicated a preliminary allocation for the entire plant of 2,143,510 tCO2/ year for the period 2021-2025, to be confirmed on the basis of the "dynamic allocation" mechanism, which takes into account significant variations in the level of activity (+/- 15%). Sarlux submitted to the ETS Committee the certified Activity Level Change (ALC) communication from a recognised entity on the activity levels for the 2019-2020 two-year period preceding the year of issue of free allowances (2021) indicating a non-significant activity level change. The allowances were released in March 2022 on a provisional basis.

Caring for the sea

We are conscious that we must preserve and limit any type of change to the environment. For this reason, we have for years had very stringent criteria relating to the transport of oil and refined products by sea. Starting from 2009, only the latest generation “twin-hulled” ships are used, in anticipation of current legislation on maritime traffic.

Measures to protect the marine environment also include minute- by-minute monitoring of oil tankers both arriving at and departing from the Sarroch terminals. In this regard, vetting inspections are regularly carried out at other ports by trusted Saras personnel, in accordance with international criteria, as are on-the- spot pre-mooring inspections.

Furthermore, during the entire stay of the ships at the Sarroch Marine Terminals, a trusted Safety Inspector is always present on board, who supervises all embarking and disembarking activities of oil products in order to verify the strict compliance of procedures with particular reference to Health, Safety and Environment issues.

Waste

With reference to the problems related to waste, the subsidiary Sarlux, owner of the Sarroch industrial site, generates about 99% of the waste (both hazardous and non-hazardous) produced by the entire Group. For this reason, the Group has codified and formalised all aspects of waste management and monitoring at its operationally relevant site, using an ISO 14001 certified Environmental Management System and the EMAS regulation.

In compliance with the provisions of Legislative Decree 152/06 and the requirements set out in the AIA (Dec 263/2017), Sarlux's waste management is geared towards optimising the quantities produced, the type of waste and the quantities sent for recovery.

The primary objective of reducing the amount of waste produced by the process activities requires continuous internal synergies and innovation which have also enabled to achieve improvements in 2021 thanks to the introduction of new chemicals in the water treatment plants and the use of new, better performing adsorbent materials capable of guaranteeing longer working cycles.

For 2021, there is also a reduction in the production of waste related to investment and maintenance activities, due to their remodelling, so that the amount of waste managed in 2021 will be about 20% lower than the average of previous years.

With regard to the environmental impact of waste leaving the site, considering that approximately 65% of the waste produced in 2021 was process sludge, we continue to benefit from the reduction resulting from its treatment at the in-house thermo-drying plant; in fact, the plant allows a reduction of approximately 80% compared to the amount of waste that would have been generated without its use.

In 2021, around 80% of the total waste managed by Sarlux was classified as "hazardous", and derived almost entirely from industrial processes, while, when analysing waste by destination, for Sarlux it is found that about 98% is allocated to the appropriate forms of treatment and recovery, while only a minimal part is sent for direct disposal in landfills.

A further commitment by Sarlux is to optimise the collection of waste similar to municipal waste, for which there was a reduction of around 40% in the amount of "municipal" waste managed at the site in 2021, a result linked, but only in part, to the reduction in the number of hours worked at the site due to the continuing SARS COV2 pandemic.

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SOCIAL RESPONSIBILITY AND ACTIVITIES WITHIN THE COMMUNITY

Relations with the community

Every company starts out and grows in a specific local context and the relationship it establishes with that community characterises the future growth of both the Company and the local community.

The Saras Group, today a leading international player, was established almost 60 years ago in Sardinia, an island with a strong identity that the Group has considered and considers "its place to be".

From the beginning, Saras has always felt to be an integral part of and a reference point for the community of which it is a part, and has always been committed to creating sustainable value and promoting social projects that generate value for the community.

The Group's policy, called "Our Stakeholders", outlines its approach to managing relations with local communities and recognises the community and its territories, among the various stakeholders, as its strategically important interlocutors. The choice of projects, after an assessment that covers both economic aspects and congruity with the values of the Group's Purpose, falls on those considered to have the greatest impact and value for the territory, useful for supporting the social fabric, in particular following precise guidelines on the areas of intervention based on two main aspects: the social context, i.e. the subjects deserving support - especially young people, the elderly and the less well-off - and the territory, i.e. the range of interventions to be implemented to enhance the history and traditions of the territory with particular focus on the needs of the community.

One of the objectives to which Saras aims with greater commitment is to spread the business culture and make people understand that "doing business" in Sardinia is still possible; for this reason, it promotes training activities for young people in schools and maintains ongoing relations with universities, with the aim of fostering knowledge, skills and professional standards that will enable young people to be promoters of a social development that cannot ignore the issues of work, sustainability and economic growth, in a region weakened by depopulation, especially among young people.

Saras for schools

Saras, through its Group companies, has set up a number of initiatives to meet the demands of schools and contribute to innovative and more effective teaching.

In 2021, the projects stemming from the ministerial program Transversal Skills and Orientation (PCTO) have continued, online and, when possible, in person, with 8 classes held by 3 higher technical institutes. Ad hoc lessons were organised for each course, during which technicians and managers of the Company have covered topics of an industrial nature such as safety, environment, energy efficiency, production processes, maintenance processes, ICT, and several others, often using simulations to represent the Group's way of working, and convey what is useful to know when entering the world of work.

In the last few years, over one thousand students have participated in Courses for Transversal Skills and Orientation (PCTO), giving them the opportunity to see the world of work at first hand and in particular to observe the complex system of skills and technological innovation that develops in an industrial group. This has definitely contributed to increasing interaction with the community and consolidating a model of social responsibility within the Company that is ongoing.

For secondary schools, Saras has been supporting, for over 20 years, the cultural development of students at the public secondary school in Sarroch and Villa San Pietro, the municipalities where the Sarlux industrial site is located.

In the context of the "Saras for school" educational programmes, the Group, as every year, has donated textbooks to the approximately 120 students of the Institute and, during the acute phase of the pandemic, in addition to the tablets offered in previous years, it has donated to the school new computers and printers to support distance learning.

In the name of sustainability and circular economy, the books are delivered on loan for use and returned at the end of the year to future students, except in cases where new editions must be adopted.

The Group's commitment to the right to education, which began in the early years of Saras' presence in the area, has allowed over time the creation of a chemical laboratory, sports facilities (also equipped with defibrillators), the creation of thematic seminars, workshops and financial literacy activities.

Saras for universities

As part of the Memorandum of Understanding with the University of Cagliari, Saras has continued its activities in the area of corporate social responsibility also in 2021, pursuing the exchange of know-how with the University.

Technical seminars are organised on a regular basis as part of the training for future engineers and projects in collaboration with the various faculties, aimed at advancing scientific and technological innovation.

Particularly interesting partner, given the training and educational objectives, is the Department of Mechanical, Chemical and Materials Engineering of the University Faculty of Engineering with which the Saras Group organises, on a regular basis, seminars, meetings, workshops and internships.

During the meetings, Saras Group managers and engineers will present the company as an industrial site, fully integrated between refining, energy production and petrochemicals, that represents a value for the area in terms of economic, social, cognitive and environmental growth. An important aspect is given by the presentation of the innovations in progress on the themes of energy saving and environmental sustainability, fully in line with the European Green Deal and the national PNIEC.

The seminars were held online, given the impossibility of organizing face-to-face meetings even in 2021, and provide the opportunity for important interactions between Saras and the University thus creating added value for students, the local area, the world of work and for the whole community.

In 2021, Saras has also joined a project promoted by the Italian Association of Chemical Engineering (AIDIC - Associazione Italiana di Ingegneria Chimica) and, together with other Sardinian companies, has contributed to offering scholarships to the best engineering graduates.

Saras for the community and sport

Saras also supports the community by sponsoring amateur and professional sports associations. The pandemic forced the government to issue measures that led to the suspension of many activities and consequently the map of interventions on sport had to be redrawn.

However, the Saras Group has supported the "Sarroch Polisportiva Volley", an important local team, which the company is proud to help grow, in addition to its continue support of training centres for young athletes.

Community and safety

Saras shares its expertise in the field of safety at the workplace with many local firms and holds HSE training courses with a view to disseminating an appropriate industrial culture in tune with these fundamental principles.

RISK ANALYSIS

The Saras Group bases its risk management policy on the identification, assessment and possible mitigation with reference to the strategic, operational and financial areas. The principal risks are reported to and discussed by the Group’s top management so as to create the prerequisites for their management and also to assess the acceptable residual risk.

The management of the risks found in the company processes is based on the principle by which the operational or financial risk is managed by the person responsible for the related process, based on the indications of top management, while the control function measures and monitors the level of exposure to risk and the results of risk mitigation actions. To manage financial risks, the Saras Group policy includes the use of derivatives, only for hedging and without using complex structures.

FINANCIAL RISKS

Exchange rate risk

The Group’s oil business is structurally exposed to fluctuations in exchange rates, because the reference prices for the procurement of crude oil and for the sale of the vast majority of refined oil products are linked to the US dollar. To reduce the exchange rate risk for transactions that will be carried out in the future and the risk originating from payables and receivables expressed in currencies other than the functional currency, Saras also uses hedging derivative instruments where appropriate.

Interest rate risk

Loans at variable interest rates expose the Group to the risk of variations in results and in cash flows, due to interest payments. Loans at fixed interest rates expose the Group to the risk of changes of the fair value of the loans received. The main existing loan contracts are stipulated in part at variable market rates and in part at fixed rates. The Saras Group also uses derivative instruments to reduce the risk of variations in results and in cash flows deriving from interest.

Credit risk

The refining sector represents the Group’s reference market and it is principally made up of multinational companies operating in the oil sector. Transactions are generally settled in a very short time and they are often guaranteed by primary lenders. Sales that take place outside of the network are of individually small amounts and are also often guaranteed or insured, with a very low risk of non-recoverability. Following the economic crisis caused by the Covid-19 emergency, the Group's credit risk profile has not changed. Please note that the Group is not directly exposed to Russian counterparties.

Liquidity risk

The Group finances its activities both through the cash flows generated by its operations and through the use of external sources of financing. It is therefore exposed to liquidity risk, consisting of the ability to find adequate lines of credit so as to meet the related contractual obligations, including compliance with covenants.

Self-financing capacity, and consequently the level of debt, is determined by the generation of cash from operations and the performance of working capital; in particular, the latter is based on levels of demand and supply of crude oil and oil products as well as the relative prices and their extreme volatility and sensitivity to external phenomena (such as economic, social and political factors).

From 2020 onwards, the spread of Covid-19 has had a significant negative impact on the oil market. Operating cash generation therefore deteriorated, affecting the level of financial debt. In order to mitigate the liquidity risk, new medium/long- term credit lines were obtained, such as the EUR 350 million loan granted in December 2020 and expiring in September 2024, backed by a government guarantee for 70% of the value.

The next year will be characterised by the maturity of the bond loan of EUR 200 million subscribed in 2017, as well as the repayment of the instalments of other outstanding loans for around EUR 120 million.

Saras has already initiated discussions with a group of banks in order to obtain a new loan guaranteed at 70% by the government, in compliance with the Decree-Law no. 23 of 8th April 2020 - "Liquidity Decree" whose term has been extended until 30th June 2022. The new loan is mainly aimed at the early repayment of the bond maturing in December 2022 and the medium-term loan of EUR 50 million maturing in August 2023. In accordance with the general conditions of the Italian Guarantee provision, the new loan will be equal to 125% of the debt subject to refinancing. The finalisation of this loan is still awaiting the issue of a specific decree by the Ministry of the Economy and Finance for authorisation of the issue of the guarantee by SACE.

Saras SpA on 24th December 2021 received the notification by the Public Prosecutor of Cagliari of the termination of the investigations relating to the purchase of raw materials of Kurdistan origin (as better described in the specific section of this report on operations) and the possible involvement of the company as a liable party pursuant to Legislative Decree no. 231/2001.

The lending banks could avail themselves of the remedies provided for in the loan agreements (SACE loan, Unicredit loan and RCF loan) in their favour in relation to an event referred to in Legislative Decree 231/2001.

Medium and long-term bank loans were consequently reclassified in the short term at 31st December 2021 in application of the accounting standard IAS 1.74 which provides this when a clause of a long-term loan agreement is violated as at the closing date or before the end of the financial year. This determine that the liability becomes a payable on request, as the unconditional right to defer its settlement for at least twelve months from that date ceases, even if the lender has agreed, after the closing date of the financial year, not to request payment as a result of the violation, for further details, see the Notes to the Financial Statements.

In order to mitigate this risk, it was necessary, at the beginning of 2022, to request a waiver from the lending banks in order to agree with the lenders to do not make use of the contractual right to request repayment in the presence of the alleged violation, restoring the original payment deadlines in the medium and long term.

On the basis of the discussions underway with the banks of the financing agreements, at the date of the Board of Directors' meeting of 14th March 2022, the Directors are confident that in the very short term they will be able to obtain the formalised waiver for the SACE loan and the RCF line (actually issued on 31st March 2022), which is also evidence of the willingness of the banks to continue to provide financial support to the Group also on the remaining short-term credit lines and to finance the principal instalments and the bond loan maturing in 2022.

It should also be noted that the financial parameters on existing loans subject to review at 31st December 2021 are complied with.

Finally, it should be noted that the level of debt could also undergo positive and negative changes due to the trend in working capital, strongly affected by the considerable volatility of the prices of oil and energy commodities caused by the Ukrainian crisis which could also affect the profitability of the core business.

OTHER RISKS

Price fluctuation risk

The Saras Group results are influenced by the trend in oil prices and especially by the effects that this trend has on refining margins (represented by the difference between the prices of the oil products generated by the refining process and the price of the raw materials, principally crude oil). In addition, for its production activities, the Saras Group is required to maintain adequate inventories of crude oil and finished products and the value of these inventories is subject to the fluctuations of market prices. The risk of price fluctuation and of the related financial flows is closely linked to the very nature of the business and it can be only partly mitigated through the use of appropriate risk management policies. In order to address the risks arising from price changes and more specifically to mitigate the precise price fluctuations on the quantities bought and sold compared to the monthly averages, the Group also enters into hedging contracts on commodities. The selling price of electricity sold by our subsidiaries Sarlux and Sardeolica is also prone to fluctuations, as are the prices of Energy Efficiency Certificates and of the CO2 emission quotas. The Russia-Ukraine crisis is leading to a shortage of crude oil on the market and thus to a liquidity crunch on the market itself, with an impact on the volatility of oil product prices.

Risk related to the procurement of crude oil

A significant portion of the crude oil refined by Saras originates from countries exposed to high political, social and macroeconomic uncertainties; changes in legislation, politics, economic stability and social unrest could have a negative impact on the commercial relationships between Saras and those countries, with potentially negative effects on the Group’s economic and financial position. In particular, the Russia-Ukraine crisis is causing increased difficulties of supplying crude oil which are added to the limitation of imports of crude oil from countries subject to restrictions and embargoes.

Risks of interruption of productionThe activity of the Saras Group depends heavily on its refinery located in Sardinia and on the contiguous IGCC plant. This activity is subject to the risks of accident and of interruption due to non-scheduled plant shut- downs. Saras believes that the complexity and modularity of its systems limit the negative effects of unscheduled shutdowns and that the safety plans in place (which are continuously improved) reduce any risks of accidents to a minimum: in addition, Saras has a major programme of insurance cover in place to offset such risks. However, under certain circumstances, this programme may not be sufficient to prevent the Group from incurring costs in the event of accidents and/or interruption to production.

Environmental risk

The activities of the Saras Group are regulated by many European, national, regional and local laws regarding the environment. The highest priority of the Saras Group is to conduct its activity with the utmost respect for the requirements of environmental legislation. The risk of environmental responsibility is, however, inherent in our activity and there is no certainty that new legislation will not impose further costs in the future.

Legislative and regulatory riskThe characteristics of the Group's business are influenced by the continuously evolving legislative and regulatory context of the countries in which it operates. With regard to this, Saras is committed to continuously monitoring and maintaining a constructive dialogue with national and local institutions aimed at researching joint activities and promptly evaluating the applicable normative amendments, acting on minimising the economic impact deriving from them. In this context, the most significant aspects of the main regulatory developments relate to:

  • regulations relating to the reduction of national emissions of specific atmospheric pollutants and their relative impact on the limits indicated in the current AIA permit;
  • the view of the European Commission and the ARERA (Italian Regulatory Authority for Energy, Networks and Environment) implementing documents in relation to the recognition of the Sarlux subsidiary as an energy- consuming enterprise;
  • regulatory provisions related to energy efficiency certificates for the Power sector and incentives for the Wind sector and their consequences for the G.S.E.;
  • reference regulations relating to the fact that the Sarlux Srl subsidiary has sold, until April 2021, the electricity generated to the G.S.E. under the conditions specified by the legislation in force (Law no. 9/1991, Law no. 10/1991, CIP Decision 6/92 as amended, Law no. 481/1995), which remunerate the electricity produced by plants powered by renewable and assimilated sources based on the costs avoided and time- limited incentives, linked to the actual production;
  • regulations and implementing documents issued by Terna and ARERA regarding the “essentiality” requirements of the IGCC plant in Sarlux, as provided for by ARERA Resolution no. 111/06, 598/20 and 152/2021 and the cost reimbursement regime;
  • measures taken to contain electricity costs, such as for example “TER supports” which impact on the one hand the system charges and the variable energy components for the “energy-intensive” companies (Sarlux) and on the other the sales prices of electricity from renewable sources (Sardeolica).

Dependencies on third parties

The IGCC plant, owned by the Sarlux Srl subsidiary, depends on oxygen supplied by Air Liquide Italia in addition to raw materials derived from crude oil supplied by Saras. Should these supplies fail, Sarlux would have to locate alternative sources, which it may not be able to find or to source at similar financial terms and conditions.

Climate Change Risk

The energy transition, i.e. the transition from an energy mix based on fossil fuels to one with net zero carbon emissions, represents a strategic risk for the core business of oil & gas companies. The decarbonisation initiatives implemented by the governments of many industrialised countries, in particular in the OECD area, the impetus provided by civil society and the international community, the changing consumer preferences and the growing awareness of climate change and the importance of protecting ecosystem are all factors that could, in the medium to long term, displace demand for hydrocarbons from other energy carriers. The Covid-19 pandemic of 2020 and the serious economic and social crisis that ensued have helped to accelerate this process, as governments have launched major fiscal stimulus measures with the aim of rebuilding economies on a more sustainable and low- carbon basis, allocating most of the financial resources to the renewable energy, smart mobility and electrification sectors. States can pursue the goal of decarbonisation through regulations aimed at limiting the consumption of hydrocarbons, such as the taxation of carbon dioxide (CO2) emissions. These regulations can suppress oil demand and increase the operating costs of oil & gas companies.

In 2021, the cost of purchasing "emission allowances" under the European CO2 taxation system "ETS" – Emission Trading Scheme

more than doubled compared to the corresponding period a year ago, not only for the recovery of industrial activity but also and above all for the agreement on the European law on climate which establishes the EU commitment to achieve climate neutrality by 2050 with a more ambitious intermediate emission target than the previous one (-55% of emissions of greenhouse gases by 2030 vs. 1990 baseline). In the medium to long term, these trends could lead to a structural decline in demand for hydrocarbons and an increase in operating costs and cost of capital for oil and gas companies with significant negative effects on growth prospects, operating results, cash flow and shareholder returns. Saras is implementing a long-term strategy aimed at transforming the business model in a sustainable way, in line with the energy transition path of the states and the economy.

On the other hand, the current crisis in Ukraine is focusing attention on security of supply, to which the oil refining system is making a positive contribution.

Saras has developed a road map based on some business cases:

  • the development of the production capacity of electricity from renewable sources such as wind and photovoltaic to reach 400 MW of installed power
  • increase in production of biofuel
  • development of green hydrogen production from renewable sources construction of a CO2 Carbon Capture & Storage plant in order to reduce the Group's CO2 emissions into the atmosphere.

Protection of Personal Data

The Saras Group operates in compliance with the current regulations on data protection regarding its customers, employees, suppliers and all those with whom it comes into contact daily. In particular, on 25th May 2018 the new Regulation (EU) 2016/679 (“GDPR”) on the protection of personal data entered in force. The Saras Group launched a project aimed at implementing the new measures required by the GDPR and aligning its procedures and processes with the changes introduced by this Regulation.

Information technology and cybersecurity

Complex information systems support the various business activities and processes. Risk aspects concern the adequacy of such systems and the availability, integrity and confidentiality of data and information. In particular, some major systems may be exposed to the risk of cyberattacks. The Group has long been developing projects and applying solutions that aim to significantly reduce this type of risk, making use of consultants that are specialised on the subject and adopting the international standard IEC 62443.

Covid-19 Risk

The intensification of the economic and financial crisis unleashed by the Covid-19 emergency has resulted, starting from April 2020, in a drastic and widespread drop in demand for oil products, along with the volatility of commodity prices and in particular oil prices, with a subsequent strong contraction of refinery margins. These extended effects have resulted in reduced profitability and increased short- term liquidity requirements for the Saras Group and for the refining sector as a whole: should such conditions last in the mid-term, they would be unbearable. In addition, a situation of uncertainty remains regarding the evolution of the pandemic, even though the high vaccination rates at national, European and global level have led to an increase in consumer confidence and a recovery in oil consumption. The recovery in consumption starting from the second half of 2021 has not yet been reflected in an improvement in refining margins at pre-pandemic levels, shifting the expected recovery in profitability to 2022, and then consolidating at more significant levels between 2023 and 2024The intensification of the economic and financial crisis unleashed by the Covid-19 emergency has resulted, starting from April 2020, in a drastic and widespread drop in demand for oil products, along with the volatility of commodity prices and in particular oil prices, with a subsequent strong contraction of refinery margins. These extended effects have resulted in reduced profitability and increased short- term liquidity requirements for the Saras Group and for the refining sector as a whole: should such conditions last in the mid-term, they would be unbearable. In addition, a situation of uncertainty remains regarding the evolution of the pandemic, even though the high vaccination rates at national, European and global level have led to an increase in consumer confidence and a recovery in oil consumption. The recovery in consumption starting from the second half of 2021 has not yet been reflected in an improvement in refining margins at pre-pandemic levels, shifting the expected recovery in profitability to 2022, and then consolidating at more significant levels between 2023 and 2024.

Provisions for risks and charges

In addition to what has been described above in relation to risk management and mitigation, in view of the current obligations, resulting from past events, which may be of a legal, contractual or regulatory nature, Saras Group made appropriate allocations to provisions for risks and charges included in balance sheet liabilities (see Notes).

Involvement in legal proceedings

Saras is a party in civil and administrative proceedings and in legal actions related to the normal course of its business. In addition to the provision for risks for disputes set aside in the financial statements, it is possible that in the future Saras may incur other liabilities, even significant ones due to:

  • uncertainty with respect to the final outcome of pending litigation for which its liability is currently assessed as not probable or the related estimate not reliable;
  • the occurrence of further developments or the emergence of new evidence and information that may provide sufficient elements for a reliable estimate of the amount of the obligation;
  • inaccuracy in the estimate of the provisions due to the complex process of determination that involves subjective judgements by management. Violations of the Code of Ethics, laws and regulations, including anti- corruption rules, by Saras, its business partners, agents or other persons acting in its name or on its behalf, may expose Saras and its employees to the risk of criminal and civil penalties that could damage the Company's reputation and shareholder value. For more details on the proceedings in progress, please refer to paragraph 7.1 of the Explanatory Notes to the Consolidated Financial Statements.
OTHER FIGURES

Treasury shares

In 2021, Saras SpA has not bought or sold any treasury shares.

As a consequence of the resolution of the Shareholders' Meeting of 12th May 2021 on the 2018-2021 Stock Grant Plan, Saras SpA has assigned and delivered all treasury shares in its portfolio, equal to 9,220,216: therefore, the number of ordinary shares in circulation as at 31st December 2021 was 951,000,000.

Stock Grant Plans

The Saras Shareholders' Meeting has approved, on 12th May 2021, the 2021 Stock Grant Plan for the Saras Group's Top Management, after cancelling the “2019-2021 Stock Grant Plan”.

The 2021 Stock Grant Plan had the objective of recognising to the beneficiaries, already recipients of the 2019-2021 stock grant plan, a bonus linked to the results of the business indicators of the previous 2019-2021 stock grant plan, achieved in the two-year period 2019-2020.

As a result of the 2021 Stock Grant Plan, 9,220,216 ordinary shares of Saras were allocated to Saras Group management.

Performance Cash Plan

The Shareholders' Meeting of Saras has also approved, on 12th May 2021, the long-term incentive plan for the Saras Group's Top Management, called Performance Cash Plan 2021-2023, with the aim of providing the Company with a remuneration tool that best represents the Company's objectives and the management performance, which is more in line with the current strategy and capable of supporting the engagement and retention of the Group's management figures.

The beneficiaries of the Plan were identified among:

  • key managers within the Company;
  • the directors of the Italian and/ or foreign subsidiaries;
  • other top managers with a high impact on the creation of value for the Group.

The Plan provides for the possibility for the beneficiaries to accrue, at the end of a three-year performance period, a monetary amount depending on the degree of achievement of the following objectives:

  • Saras margin v. EMC benchmark – 40% weight
  • Total Shareholder Return – 20% weight
  • Debt reduction - 40% weight

Transactions with related parties

At the end of 2021, the effect on the Saras Group Balance Sheet and Income Statement arising from transactions or positions with related parties was not significant. For further details please refer to the Notes to the Consolidated Financial Statements, chapter 7.3 “Transactions with Related Parties”.

Use of financial instruments

Details can be found in the Notes to the Consolidated Financial Statements, in the chapter “Additional information”.

Research and development

In 2021, Saras did not undertake any significant research and development activities. Therefore, no significant costs have been capitalised or recorded in the Income Statement. For further information, please refer to paragraph 5.2.2 “Intangible assets”.

Information by segment and geographical area

Information on the breakdown of purchases and sales by business segment and geographical area is provided in chapter 4 “Information by business segment and geographical area” of the Notes to the Consolidated Financial Statements.

Non-recurring and unusual transactions

In 2021, no atypical and/or unusual transactions were carried out.

Information on shareholdings held by members of the Board of Directors, Board of Statutory Auditors and Managers

Details are available in the Notes to the Separate Financial Statements of Saras SpA at section 7.5 “Shareholdings held by members of the Board of Directors, Statutory Auditors, General Manager and Key Managers”.

Adoption of the fiscal consolidation

Details are available in paragraph 3.4 “Summary of accounting standards and policies” in the Notes to the Consolidated Financial Statements, under paragraph X “Taxes”.

Reconciliation between Group Net Result and Shareholders’ Equity

The reconciliation between the Group's Net Result and Shareholders’ Equity and that of the Parent Company's Net Result and Shareholders’ Equity is provided in the table below.

EUR thousand

NET RESULT

EQUITY

As per the Financial Statements of Saras SpA as at 31st December 2021

30,058

648,938

Differences between book value and Equity as at 31st December 2021 of shareholdings at cost in the Financial Statements valued of Saras SpA

(5,368)

114,998

Corrections made during consolidation

(15,356)

29,782

As per the Group Consolidated Financial Statements as at 31st December 2021

9,334

793,718

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MAIN EVENTS AFTER THE END OF 2021

Please refer to the relevant section in the Notes to Consolidated Financial Statements

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.

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CONSOLIDATED FINANCIAL STATEMENTS AT 31ST DECEMBER 2021
Company Information
Name of reporting entitySaras S.p.a.
Principal ActivitiesRefining of petroleum products
Address of registered officeSS195 Sulcitana Km19 09018 Sarroch (CA)
Country of incorporationItaly
Domicile of entityItaly
Principal place of businessSS195 Sulcitana Km19 09018 Sarroch (CA)
Legal form of entityS.p.a.
Name of parent entitySaras S.p.a.
Name of ultimate parent group0
Description of nature of financial statementsIAS/IFRS
Date of end of reporting period12/31/21
Period covered by financial statements1/1/2021 to 12/31/2021
Description of presentation currencyEUR
Level of rounding used in financial statements1000
ExplanationsExplications
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31ST DECEMBER 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021
Thousands of EUR(1)(2)31/12/202131/12/2020
ASSETS
Current assets5.12,284,9041,841,050
Cash and cash equivalents5.1.1A366,680558,997
Current financial assets5.1.2B115,268153,677
Trade receivables5.1.3C546,511256,641
of which with related parties:8887
Inventories5.1.4D1,169,172737,389
Current tax assets5.1.5E32,95414,289
Other assets5.1.8F54,319120,057
Non-current assets5.21,414,6911,529,138
Property, plant and equipment5.2.1H1,227,3951,310,794
Intangible assets5.2.2J41,51047,225
Right-of-use of leased assets5.2.3I44,58542,801
Other investments5.2.4L507502
Deferred tax assets5.2.5X96,555121,844
Other financial assets5.2.6M4,1395,972
Total assets3,699,5953,370,188
LIABILITIES AND EQUITY
Current liabilities5.42,683,5061,676,426
SH-T Financial liabilities5.4.1R928,683611,441
Trade and other payables5.4.2R1,580,564916,594
Current tax liabilities5.4.3X110,39780,499
Other liabilities5.4.4R63,86267,892
Non-current liabilities5.5222,371909,240
Long-term financial liabilities5.5.1R51,845652,064
Provisions for risks and charges5.5.2P, AA159,718244,165
Provisions for employee benefits5.5.3Q6,8838,901
Deferred tax liabilities5.5.4X3,7343,730
Other liabilities5.5.5R191380
Total liabilities2,905,8772,585,666
EQUITY5.6N,O,W
Share capital54,63054,630
Legal reserve10,92610,926
Other reserves718,828994,482
Net result9,334(275,516)
Total equity attributable to the parent company793,718784,522
Third-party minority interests00
Total equity793,718784,522
Total liabilities and equity3,699,5953,370,188
(1) Please refer to the Notes, section 5 “Notes on the Statement of Financial Position”
(2) Please refer to the Notes, section 3.4 “Summary of accounting standards and policies”

CONSOLIDATED STATEMENT OF INCOME FOR 2021

CONSOLIDATED STATEMENT OF INCOME FOR 2021
Thousands of EUR(1)(2)01/01/2021 31/12/202101/01/2020 31/12/2020
Revenues from ordinary operations6.1.1.S8,561,3245,184,875
Other income6.1.2.S75,124157,409
of which with related parties:159199
Total revenues8,636,4485,342,284
Purchases of raw materials, consumables and supplies6.2.1T(7,183,639)(4,745,491)
Services and other costs6.2.2.T, AA(1,033,218)(520,375)
of which with related parties:(1,075)(517)
Personnel costs6.2.3.O ,T(142,570)(163,497)
Depreciation/amortisation and write-downs6.2.4.H,J(198,525)(254,032)
Total costs(8,557,952)(5,683,395)
Operating result78,496(341,111)
Financial income6.3U64,21768,601
Financial charges6.3U(110,505)(82,419)
Result before taxes32,208(354,929)
Income taxes6.4X(22,874)79,413
Net result9,334(275,516)
Net result attributable to:
Shareholders of the parent company9,334(275,516)
Third-party minority interests00
Net earnings per share – base (euro cents)Z0.99(29.25)
Net earnings per share – diluted (euro cents)Z0.99(29.25)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR 2021
Thousands of EUR01/01/2021 31/12/202101/01/2020 31/12/2020
Net result (A)9,334(275,516)
Items of comprehensive income that may subsequently be restated to profit or loss for the year
Effect of translation of the financial statements of foreign operationsV(751)(466)
Items that will not be restated to profit or lossQ,T
Actuarial effect IAS 19 on employee post-employment benefits613(215)
Other profit/(loss), net of the tax effect (B)(138)(681)
Total consolidated net result (A + B)9,196(276,197)
Total consolidated net result attributable to:
Shareholders of the parent company9,196(276,197)
Third-party minority interests00
(1) Please refer to the Notes, section 5 “Notes on the Statement of Financial Position”
(2) Please refer to the Notes, section 3.4 “Summary of accounting
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR 2021
Thousands of EURShare CapitalLegal ReserveOther ReserveProfit (Loss) for the yearTotal Equity attributable to the Parent CompanyThird-party Minority InterestsTotal Equity
Balance at 31/12/201954,63010,926967,12926,1541,058,83901,058,839
Allocation of previous year result0026,154(26,154)000
Translation effect of financial statements in foreign currency(466)(466)(466)
Actuarial effect IAS 19(215)(215)(215)
Reserve for stock option plan1,8801,8801,880
Net result000(275,516)(275,516)0(275,516)
Total net result(466)(276,197)(276,663)(276,663)
Balance at 31/12/202054,63010,926994,482(275,516)784,5220784,522
Thousands of EURShare CapitalLegal ReserveOther ReserveProfit (Loss) for the yearTotal Equity attributable to the Parent CompanyThird-party Minority InterestsTotal Equity
Balance at 31-12-202054,63010,926994,482(275,516)784,5220784,522
Allocation of previous year result00(275,516)275,516000
Translation effect of financial statements in foreign currency(751)(751)(751)
Actuarial effect IAS 19613613613
Net result0009,3349,33409,334
Total net result(751)9,1968,4458,445
Balance at 31/12/202154,63010,926718,8289,334793,7180793,718

CONSOLIDATED STATEMENT OF CASH FLOWS FOR 2021

CONSOLIDATED STATEMENT OF CASH FLOWS FOR 2021
Thousands of EUR(1)(2)01/01/2021 31/12/202101/01/2020 31/12/2020
A - Opening cash and cash equivalents558,997431,463
B - Cash flow from (for) operating activities
Net result5.59,334(275,516)
Unrealised exchange rate differences on bank current accounts(14,178)(3,082)
Amortisation, depreciation and write-downs of assets6.2.4K, J198,525254,032
Net change in risk provisions5.4.2P, AA(84,447)49,887
Net change in provision for employee benefits5.4.3Q(2,018)(957)
Net change in deferred tax liabilities and deferred tax assets5.2.4 - 5.4.4.X25,293(90,735)
Net interestU19,708(1,239)
Income tax set aside6.4X(2,419)11,322
Change in the fair value of derivatives5.1.2 - 5.3.19,11739,875
Other non-monetary components5.5(138)1,199
Profit for the year before changes in working capital158,777(15,214)
(Increase)/Decrease in trade receivables5.1.3C(289,870)94,898
of which with related parties:(1)22
(Increase)/Decrease in inventories5.1.4D(431,783)303,453
(Increase)/Decrease in trade and other payables5.3.2R663,970(732,142)
Change other current assets5.1.5 -5.1.6F47,073107,574
Change other current liabilities5.3.3 - 5.3.4R28,287(25,062)
Interest receivedU471,239
Interest paidU(19,755)
Change other non-current liabilities5.4.5R(189)(25,724)
Total (B)156,557(290,978)
C - Cash flow from (for) investment activities
(Investments) in PPE and intangible assets5.2.1 - 5.2.2H, I(100,050)(252,327)
(Investments) in Right-of-use of leased assets(11,146)(2,064)
(Increase)/Decrease in other financial assets and other investments5.1.2B97,889(10,136)
Change in non-current assets held for sale5.2.1 - 5.3.17,038
Total (C)(13,307)(257,489)
D - Cash flow from (for) financing activities
Increase/(decrease) m/l-term financial payables5.4.1R(600,219)397,360
Increase/(decrease) short-term financial payables5.3.1R250,473275,559
Total (D)(349,746)672,919
E - Cash flows for the period (B+C+D)(206,496)124,452
Unrealised exchange rate differences on bank current accounts14,1793,082
F - Closing cash and cash equivalents366,680558,997
(1) Please refer to the Notes, section 5 “Notes on the Statement of Financial Position”
(2) Please refer to the Notes, section 3.4 “Summary of accounting standards and policies”
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST DECEMBER 2021
1 Foreword

Saras SpA (the “Parent Company”) is a company limited by shares listed on the Milan Stock Exchange. Its registered office is in Sarroch (CA), Italy, S.S. 195 “Sulcitana” Km. 19. It is jointly controlled by Massimo Moratti SAPA (20.01%), Angel Capital Management SpA (10.005%) and Stella Holding SpA (10.005%), which together represent 40.02% of the share capital of Saras SpA (excluding treasury shares) under the shareholders' agreement signed by these companies on 24th June 2019. The Company is established until 31st December 2056, as stated in its articles of association.

Saras SpA operates in the Italian and international oil markets as a buyer of crude oil and a seller of finished products. Saras Group activities include crude oil refining and the production and sale of electricity produced from both the integrated combined cycle gasification plant of the subsidiary Sarlux Srl, and the wind farms of the subsidiaries Sardeolica Srl, Energia Alternativa Srl and Energia Verde Srl.

These Consolidated Financial Statements for the year ended 31st December 2021 are presented in Euro, since this is the currency of the economy in which the Group operates. They consist of a Statement of Financial Position, Income Statement, Statement of Comprehensive Income, Cash Flow Statement, Statement of Changes in Equity and these Notes. All amounts shown in these Notes to the Consolidated Financial Statements are expressed in thousands of euro, unless otherwise stated.

As described in more detail in the Report on Operations, for the Refining sector, the market was still weak in the first half of the year, and a recovery was only recorded from the summer period onwards, especially in terms of margins and processing. In 2021, accelerating consumption for the post-pandemic recovery has led to an unprecedented surge in the cost of raw materials and energy commodities, creating tensions in key supply markets and driving energy commodity prices to record levels.

During the year, the Group has continued to implement the cost efficiency and investment reduction plan launched in 2020 with the aim of minimising the impact of the Covid-19 pandemic crisis. In particular, on the operating costs front, during 2021 the Group has internalised, through its subsidiary Sartec, its engineering activities and continued its plan to contain labour costs, through the use of the redundancy fund which was adopted to a partial extent for all group employees and extended in the second half of the year,During the year, the Group has continued to implement the cost efficiency and investment reduction plan launched in 2020 with the aim of minimising the impact of the Covid-19 pandemic crisis. In particular, on the operating costs front, during 2021 the Group has internalised, through its subsidiary Sartec, its engineering activities and continued its plan to contain labour costs, through the use of the redundancy fund which was adopted to a partial extent for all group employees and extended in the second half of the year,although in a reduced form, with the implementation of a plan for incentivised voluntary termination of employment.

In the second half of the year, however, the acceleration of consumption due to the post-pandemic recovery led to an unprecedented surge in raw material and energy commodity costs, driving gas, electricity and CO2 prices to record levels and offsetting some of the benefits derived from improved margins.

Furthermore, in 2021, the resolution 598/2020/R/eel of 29th December 2020 has recognised the combined cycle power plant of Sarlux Srl IGCC among the essential plants for the safety of the Italian electricity system. On 13th April, Resolution no. 152/2021/R/EEL, ARERA has defined the amendments to the technical- economic parameters to be considered for its use.

At the same time, the Group has continued to implement its plan to expand the Renewables segment, as set out in the Plan, through the acquisition, in the second quarter of the year, of Energia Verde Srl and Energia Alternativa, with an additional installed wind power capacity of 45 MW, whose operations, net of some maintenance activities, began immediately.

On the basis of current market conditions and available information, it is extremely difficult to be able to articulate and assess the economic and financial impacts deriving from the evolution of the crisis. Therefore, the medium and long-term financial calculations used in the company projections aim at identifying a better forecast that does not consider the current volatility deriving from this sudden and unexpected crisis as it cannot be considered a normal market condition.

In this context, the Company has made consistent operating decisions aimed at maximising the production factors under its direct management, confirming the maintenance of all plants in operation in order to provide a concrete response to the national energy crisis.

The geopolitical crisis in Russia and Ukraine has dramatically changed the reference scenario, particularly in Europe, leading to unprecedented volatility in oil and energy commodity prices, the short-term evolution of which is currently difficult to predict. However, it has been assumed that, since the crisis is exogenous and non-financial in nature, with an uncertain intensity and re-absorption period, the Company’s long-term income-generating capacity is resilient to the crisis itself.

Finally, regarding the expected trend of the Group's Net Financial Position for 2022, the recent geopolitical events do not allow us to predict the evolution of the scenario, nor to reliably quantify the short-term impacts, although they are causing, on the one hand, a positive impact on margins and working capital that cannot be quantified to date due to the appreciation of crude oil and oil products, and, on the other, a negative impact arising from higher energy costs.

Going concern

As described in the paragraph on Liquidity Risk, the Group finances its activities both through the cash flows generated by its operations and through the use of external sources of financing. It is therefore exposed to liquidity risk, consisting of the ability to find adequate lines of credit so as to meet the related contractual obligations, including compliance with covenants.

From 2020 onwards, the spread of Covid-19 has had a significant negative impact on the oil market. Operating cash generation therefore deteriorated, affecting the Group's level of financial debt. In order to mitigate the liquidity risk, new medium/long-term credit lines were obtained, such as the EUR 350 million loan granted in December 2020 and expiring in September 2024, backed by a government guarantee for 70% of the value. Group’s net financial position basically remained still comparing to previous year.

The next year will, however, be characterised by the maturity of the bond loan of EUR 200 million subscribed in 2017, as well as the repayment of the instalments of other outstanding loans for around EUR 120 million.

Saras has already initiated discussions with a group of banks in order to obtain a new loan guaranteed at 70% by the government, in compliance with the Decree-Law no. 23 of 8th April 2020 - "Liquidity Decree" - whose term has been extended until 30th June 2022. The new loan is mainly aimed at the repayment of the bond maturing in December 2022 and the medium-term loan of EUR 50 million maturing in August 2023. In accordance with the general conditions of the Italian Guarantee provision, the new loan will be equal to 125% of the debt subject to refinancing. The finalisation of this loan is still awaiting the issue of a specific decree by the Ministry of the Economy and Finance for authorisation of the issue of the guarantee by SACE.

On 24th December 2021 Saras received the notification of the termination of the investigations relating to the purchase of raw materials of Kurdistan origin (as better described in the specific section of the reportOn 24th December 2021 Saras received the notification of the termination of the investigations relating to the purchase of raw materials of Kurdistan origin (as better described in the specific section of the reporton operations) and the possible involvement of the company as a responsible party pursuant to Legislative Decree 231/2001 constitutes an event that contractually causes Saras to forfeit the benefit of the term on all credit lines currently used or granted, and represents a critical issue for the granting of new lines in the authorisation process.

The maturity, in the next twelve months, of the EUR 200 million bond loan and of instalments of other loans for approximately EUR 120 million, together with the right of the lenders to request the repayment of the further outstanding indebtedness and the possible critical issues for the granting of new lines during the authorisation process in relation to the alleged violation of the provisions of Legislative Decree no. 231/2001 described in paragraph 7.1, constitute elements of uncertainty in obtaining the financial resources necessary to cover the financial requirements of the next 12 months. The financial equilibrium could also be affected by the trend in working capital, strongly affected by the considerable volatility of the prices of oil and energy commodities caused by the Ukrainian crisis which could also affect the profitability of the core business.

Waivers on the existing loans (actually obtained from the lending banks on 31st March 2022) will allow Saras not only to restore the medium- and long-term maturities of its existing loans and credit lines, but also to have its creditworthiness acknowledged in order to access the additional lines needed to cover the debt maturing in 2022 .

2 General preparation criteria for the Consolidated Financial Statements

The consolidated financial statements of the Group for the year ending 31st December 2021 were prepared in accordance with the International Financial Reporting Standards (IFRS or international accounting standards) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission pursuant to Article 6 of Regulation (EC) 1606/2002 of the European Parliament and Council of 19th July 2002 and in accordance with the measures adopted in implementation of Article 9 of Legislative Decree no. 38 of 28th February 2005.

The term IFRS is used to mean all International Financial Reporting Standards, all International Accounting Standards (IAS) and all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), previously known as the Standing Interpretations Committee (SIC), endorsed by the European Commission as of the date the draft consolidated and separate financial statements were approved by the Board of Directors of the Parent Bank and set out in the relevant EU regulations published as of that date.

The financial statements have been prepared using the following criteria, in line with IAS 1, deemed suitable to provide a more complete picture of the financial position, operating results and cash flows of the Group:

  • Statement of Financial Position: assets and liabilities are divided into current and non-current items, according to liquidity;
  • Income Statement and Statement of Comprehensive Income: income statement items are presented according to their nature;
  • Cash Flow Statement: presented using the indirect method, which distinguishes between cash flows from operations, investing and financing activities;
  • Statement of Changes in Consolidated Equity.

The accounting standards shown below have been applied consistently to all the periods reported.

These Financial Statements were prepared in accordance with the going concern principle, as the Directors determined that there are no financial, management or other indicators that could signal criticalities in the Group’s ability to meet its obligations in the foreseeable future. Risks and uncertainties related to the business, as well as the variability of external and market factors to which the Group's economic and financial performances are exposed, are described in the relevant sections of the Report on Operations. A description of how the Group manages the risks connected to those factors, as well as financial risks, including liquidity and capital risks, is provided in the section on additional information on financial instruments and risk management policy of these notes.

3 Accounting standards applied
3.1 Ne w ac c ounting s tandar ds, interpretations and amendments applicable from this financial year and adopted by the group

The Group has applied for the first time certain standards or amendments that have been in force since January 1st, 2021, without impact on the consolidated financial statement of the Group.

Amendment to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Phase 2 – issued on August 27th, 2020 and endorsed on January 13th, 2021. The amendments Phase 2 deal with some issues that could impact the financial reporting and information with respect to interest rate, including the effect on contractual cash flows or hedging relations due to the change from anAmendment to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Phase 2 – issued on August 27th, 2020 and endorsed on January 13th, 2021. The amendments Phase 2 deal with some issues that could impact the financial reporting and information with respect to interest rate, including the effect on contractual cash flows or hedging relations due to the change from aninterest rate benchmark to an alternative interest rate (replacement issues).

3.2 Standards issued but not yet in force

Hereinafter is a list of new standards, amendments and interpretations that will be applied by the Group after December 31st, 2021: the Group will assess the possible impacts of the application of such standard during its first time adoption.

IFRS 17 Insurance contracts

In May 2017, the IASB published IFRS 17 Insurance Contracts (IFRS 17), a new comprehensive standard which covers recognition and measurement, presentation and disclosure for insurance contracts. Once into force, IFRS 17 will replace IFRS 4 Insurance Contracts, published in 2005. IFRS 17 applies to all types of insurance contracts (e.g. life and non-life, direct insurance and re-insurance), regardless of the nature of the entity that issues them, as well as some guarantees and financial instruments with discretionary participation features. The standard will provide for some limited exceptions. The scope of IFRS 17 is to introduce an accounting model for insurance contracts that is more useful and consistent for insurers. Contrary to the provisions of IFRS 4 which largely maintain the previous accounting policies, IFRS 17 introduces an exhaustive model for all insurance contracts, covering all significant accounting issues. The core of IFRS 17 is the general model, supplemented by:

  • a specific adaptation for contracts with direct participation characteristics (the variable fee approach);
  • a simplified approach (the premium allocation approach) mainly for short-term contracts
  • IFRS 17 will be in force for financial years starting on 1st January 2021 or later and will require the presentation of the comparative balances. Early application is permitted, in which case the entity must also have adopted IFRS 9 and IFRS 15 on the date of first application of IFRS 17 or previously not have significant effects on the Group's consolidated financial statements.

IAS 8.30 requires disclosure for those standards that have been issued but are not yet in force; it is required for the purpose of providing known or reasonably estimable information that is relevant to enable users to assess the possible impact of the application of these standards on an entity's financial statements. Below, standards and interpretations are illustrated which, at the preparation date of the Group's consolidated financial statements, had been issued but were not yet in force. The Group intends to adopt these standards and interpretations, if applicable, once they come into force.

Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates

The amendments introduce a definition of accounting estimates, by replacing the concept of change in accounting estimates. According with the new definition, accounting estimates are monetary items subject to uncertainty in measurement. Entities perform accounting estimates if the accounting standards require that financial statements’ items are measured in a way that involve uncertainty in measurement. The IASB clarified that a change in accounting estimates deriving from new information or new developments in not to be taken as the correction of a mistake. Furthermore, the effects of a change in inputs or in a measurement technique upon which an estimate is based are considered as changes in estimates if they do not result from mistakes done in the previous periods. A change in accounting estimates could impact the net result of the current period or it could also impact the following periods: therefore, the impact on the current period must be booked through the present income statement, whilst the impact on the future periods must be booked in the respective income statements. Such amendments will be effective, once they will be endorsed, starting from January 1st, 2023.

Amendments to IAS 1: Classification of Liabilities as Current or Non-current

In January 2020, the IASB published amendments to paragraphs 69 to 76 of IAS 1 to specify requirements for classifying liabilities as current or non-current. The amendments clarify:

  • what is meant by the right to defer settlement;
  • that the right to defer must exist at the end of the financial year;
  • classification is not affected by the likelihood that the entity will exercise its right to defer;
  • only if an embedded derivative in a convertible liability is itself a capital instrument does the liability's maturity have no impact on its classification.

The amendments will be effective for financial years beginning on or after 1st January 2023 and must be applied retrospectively. The Group is currently assessing the impact that the amendments will have on the current situation and in case it becomes necessary to renegotiate existing loan agreements as well as following the IFRS IC and IASB discussions in this regard.

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies

The Amendments have the goal to help the Entities to prepare their financial statements in respect of the choice of the accounting policies, with particular attention to the definition of the relevant accounting policies and to the related disclosures to be given. An accounting policy is significant if the users of financial statement need it to understand other information included in the financial statement. Furthermore, IFRS Practice Statement 2 has been modified by adding guidelines and examples to show the application of the “four-step materiality process”. Such amendments will be effective, once they will be endorsed, starting from January 1st, 2023.

Reference to the Conceptual Framework — Amendments to IFRS 3

In May 2020, the IASB published amendments to IFRS 3 Business Combinations - Reference to the Conceptual Framework. The amendments are intended to replace references to the Framework for the Preparation and Presentation of Financial Statements, published in 1989, with references to the Conceptual Framework for Financial Reporting published in March 2018 without a significant change to the requirements of the standard. The Board has also added an exception to the valuation standards of IFRS 3 to avoid the risk of potential losses or gains "of the day after" arising from liabilities and contingent liabilities that would fall within the scope of IAS 37 or IFRIC 21 Levies, if contracted separately. At the same time, the Board decided to clarify that the existing guidance in IFRS 3 for contingent assets will not be affected by the update of the references to the Framework for the Preparation and Presentation of Financial Statements. The amendments will be effective for financial years beginning on 1st January 2022 and are to be applied prospectively.

Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction

Issued on May 7th, 2021 and yet to be endorsed, the document partially amend IAS12’s requirements, by regulating if and when entities could avoid to book deferred tax liabilities or assets in certain circumstances. The goal of such amendments is to reduce differences in deferred taxes booked on leasing contracts and commissioning obligations. The amendments will be effective from January 1st, 2023; early adoption is permitted.

Property, Plant and Equipment: Proceeds before Intended Use — Amendments to IAS 16

In May 2020, the IASB published Property, Plant and Equipment — Proceeds before Intended Use, which prohibits an entity from deducting from the cost of property, plant and equipment any amounts received from selling items produced during the period while the entity is preparing the asset for it to be used in the way the entity's management intended. Instead, an entity will recognise such sales proceeds from such products, and related costs to produce such products, in the Income Statement. The amendment will be effective for financial years beginning on or after 1st January 2022 and must be applied retrospectively to items of property, plant and equipment made available for use on or after the start date of the period preceding the period in which the entity first applies this amendment. No material effects are expected for the Group with respect to these amendments. It is also to be noted that on March 31st, 2021 Amendment to IFRS 16 – Leases: Covid-19-Related Rent Concessions beyond June 30th 2021 was issued. The amendment is meant to modify the deadlines stated by IFRS 16 in choosing some of the options and criteria to apply the standard.

Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37

In May 2020, the IASB published amendments to IAS 37 to specify what costs should be considered by an entity when assessing whether a contract is onerous or at a loss. The amendment provides for the application of an approach called the "directly related cost approach”. Costs that relate directly to a contract for the supply of goods or services include both incremental costs as well as costs directly attributed to contractual activities. General and administrative expenses are not directly related to a contract and are excluded unless they are explicitly rechargeable to the counterparty on the basis of the contract. The amendments will be effective for financial years beginning on 1st January 2022 or later. The Group will assess the effects of such amendments in the event of contracts for which it has not yet fulfilled all its obligations at the beginning of the first financial year application.

Annual Improvements 2018-2020

IASB issued an amendment to IFRS1 – First Time Adoption, in order to give instructions in some aspects related the first adoptions of IFRS. The amendment is effective from January 1st 2021 and early adoption is permitted.

IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time adopter As part of the 2018–2020 annual improvement process of IFRS standards, the IASB published an amendment to IFRS 1 First-time Adoption of International Financial Reporting Standards. This amendment allows a subsidiary that chooses to apply paragraph D16(a) of IFRS 1 to account for cumulative translation differences on the basis of the amounts accounted for by the parent company, taking into account the date of transition to IFRS by the parent company. This amendment also applies to affiliated companies or joint ventures that choose to apply paragraph D16 (a) of IFRS 1. The amendment will be effective for financial years beginning on or after 1st January 2022 and early application is permitted.

IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities

As part of the 2018–2020 annual improvement process of IFRS standards, the IASB published an amendment to IFRS 9. This amendment clarifies the fees that an entity includes in determining whether the conditions of a new or modified financial liability are substantially different from the conditions of the original financial liability. These fees include only those paid or received between the debtor and the lender, including fees paid or received by the debtor

or the lender on behalf of others. An entity applies this amendment to financial liabilities that are amended or exchanged subsequent to the date of the first financial year in which the entity first applies the amendment. The amendment will be effective for financial years beginning on or after 1st January 2022 and early application is permitted. The Group will apply this amendment to financial liabilities that are amended or exchanged subsequent to the date of the first financial year in which the entity first applies this amendment. No material effects are expected for the Group with respect to this amendment.

IAS 41 Agriculture – Taxation in fair value measurements

As part of the 2018–2020 annual improvement process of IFRS standards, the IASB published an amendment to IAS 41 Agriculture. The amendment removes the requirements in paragraph 22 of IAS 41 relating to the exclusion of cash flows for taxes when the fair value of an asset is assessed for the purpose of IAS 41. An entity applies this amendment prospectively to the fair value measurement starting from financial years beginning on or after 1st January 2022, early application is permitted. No material effects are expected for the Group with respect to this amendment. The IASB also approved two amendments to IAS 1 and IAS 8 with reference to the disclosure of significant accounting policies and the definition of estimates and changes in accounting estimates.

3.3 Consolidation Scope and Criteria

The consolidated financial statements include the financial statements of the Parent Company and of the companies over which it exercises control, directly or indirectly, starting from the date on which it was acquired and up to the date when such control ceases. In this case, said control is exercised both by virtue of the direct or indirect ownership of the majority of shares with voting rights and the exercise of a dominant influence expressed by the power to determine, even indirectly by virtue of contractual or legal agreements, financial and managerial choices of the entities, obtaining the relative benefits, also regardless of any shareholding relationship. The existence of potential voting rights exercisable at the reporting date is considered for the purpose of determining control.

The consolidated financial statements have been prepared as at 31st December and are generally those specifically prepared and approved by the Boards of Directors of the individual companies, appropriately adjusted, where necessary, to align them with the accounting standards of the Parent Company.

On 30th March 2021, the Board of Directors of Saras SpA approved the draft separate financial statements of Saras SpA.

Consolidated subsidiaries are listed in the table below:

Consolidated on a line-by-line basis

% owned

Deposito di Arcola Srl

100%

Sarlux Srl

100%

Saras Ricerche e Tecnologie Srl

100%

Sarint SA e società controllate

100%

Saras Energia SAU

100%

Terminal Logistica de Cartagena SLU

100%

Reasar SA

100%

Sardeolica Srl

100%

Energia Verde Srl

100%

Energia Alternativa Srl

100%

Saras Trading SA

100%

Other investments: measured at cost as not significant

Sardhy Green Hydrogen Srl

50%

Sarda Factoring

4,01%

Consorzio La Spezia Utilities

5%

Compared to 31st December 2020, the parent company Saras Spa has established Sardhy Green Hydrogen Srl a joint venture with Enel Green Power, with the aim of designing, building and managing the first green hydrogen production plant in the area of the refinery in Sarroch. The shareholding is equal in terms of shareholdings, contractual relations and shareholders' agreements that govern relations between the two shareholders: in view of this, the company is not majority-owned by the Saras Group and has therefore been valued, in these financial statements, using the equity method.

The criteria adopted for the line-by-line consolidation of subsidiaries consolidated on a line-by-line basis are as follows:

[I] assets and liabilities, expenses and income are consolidated on a line-by-line basis attributing to minority shareholders, where applicable, the portion of shareholders’ equity and net result for the period pertaining to them; these items are reported separately in specific items of Shareholders’ Equity and the Consolidated Statement of Comprehensive Income;

[II] business combinations that lead to the control of an entity being acquired are accounted for using the purchase method. The cost of acquisition equates to the fair value on the date on which the entity’s assets and liabilities and any equity instruments issued are acquired. The difference between:

  • the consideration paid (generally calculated on the basis of its fair value at acquisition date) and – in the case of a business combination achieved in stages – the fair value at the date of acquisition of control of the equity investment already held in the Company; and
  • the fair value of the identifiable assets acquired net of the identifiable liabilities taken on, measured at the date that control is acquired

is recognised, where the relevant conditions apply, as goodwill on the date that control of the business is acquired. In the case of negative goodwill, this is recognised in the Income Statement.

[III] gains and losses arising from transactions between companies that are consolidated on a line-by-line basis, which have yet to be realised with third parties, are derecognised, where significant, as are any intragroup payables and receivables, costs and revenues and financial income and charges;

[IV] gains and losses arising from the disposal (without loss of control) of equity investments in consolidated companies are charged to equity for amounts corresponding to the difference between the selling price and the portion of consolidated equity effectively transferred. If further acquisitions of equity investments take place without a change in control, the difference between the purchase price and the corresponding portion of equity acquired is recognised through equity.

Investments in companies over which control is exercised jointly with other companies (joint ventures) and in companies over which the Group exercises significant influence (referred to hereinafter as “affiliated companies”), which is presumed to exist when a stake of between 20% and 50% is held, are accounted for using the equity method, except where the application of this method does not impact on the Group’s financial position, operating results and cash flow; in such instances, the investment is measured at fair value. The way in which the equity method is applied is described below:

[I] the carrying amount of an investment is brought into line with the equity of the investee, adjusted, where necessary, to reflect the adoption of accounting policies that are consistent with those adopted by the Parent Company and includes, where applicable, any goodwill identified at the time of the acquisition;

[II] the Group’s proportionate share of profits or losses is recognised in the consolidated income statement from the date on which the significant and controlling influence commences until the day it ceases to exist. Should the company, as a result of losses, report a net deficit, the carrying amount of the investment is eliminated and any excess amount attributable to the Group is allocated to the relevant provision, only where the Group has undertaken to meet the investee’s legal or constructive obligations or in any event to cover its losses. Changes in the equity of investee companies that are not allocated to the result posted in the income statement are directly added to or deducted from equity reserves;

[III] unrealised gains and losses arising from transactions between the Parent Company and subsidiaries or investee companies are derecognised based on the value of the stake held by the Group in the investees. Unrealised losses are eliminated, except where they represent an impairment loss.

The financial statements of the companies included in the basis of consolidation are prepared using the currency of the main economic environment in which they operate (functional currency). The consolidated financial statements are presented in euro, which is the functional currency of the Parent Company. The following rules are followed when translating the financial statements of companies expressed in a currency other than the functional currency into euro:

[I] assets and liabilities are translated at the applicable exchange rates on the reporting date;

[II] costs and revenues are translated at the average exchange rate for the period;

[III] the translation reserve includes both exchange rate differences arising from the translation of income statement amounts at an exchange rate different from the year-end rate and those arising from the translation of equity balances at the beginning of the year at an exchange rate different from the year-end rate;

[IV] goodwill and fair value adjustments relating to the acquisition of a foreign entity are treated as assets and liabilities of that entity and translated at the previous year-end exchange rate;

[V] when preparing the consolidated statement of cash flows, the average exchange rates for the period are used to translate the cash flows of foreign subsidiaries.

3.4. Summary of accounting standards and basis of measurement

The consolidated statements have been prepared based on the cost principle, except in the specific cases described in the notes below, where fair value has been applied.

The main valuation criteria used are described below, which are unchanged compared with the previous year, except the comments made in the following paragraph "6 - Notes to the Income Statement" concerning the classification of results from derivative instruments.

A Cash and cash equivalents

Cash and cash equivalents mainly consist of cash on hand, demand deposits with banks, other short- term, highly liquid investments (convertible into cash within 90 days) and overdraft facilities; overdrafts in bank accounts are reported under current liabilities. Items listed under net cash and cash equivalents are measured at fair value and changes are reported in the income statement.

B Other financial assets

Other financial assets are reported at fair value, with any gains reported in the income statement under “Financial income” and “Financial charges”. Other financial assets also include derivative contracts, which are discussed in the appropriate section "Y Derivative Instruments" to which reference is made for additional details.

C Trade receivables

Trade receivables are measured at fair value on initial recognition. Subsequently, they are valued at amortised cost by applying the effective interest rate method. Where there is objective evidence indicating impairment (in terms of both solvency and the credit risk characteristics of individual debtors), the asset’s carrying amount is decreased to an amount equal to the discounted value of its future cash flows.

At the closing date of each balance sheet, the Group conducts an analysis of any expected losses on trade receivables measured at amortised cost and recognises or adjusts specific provisions for impairment.

The provisions for the above-mentioned expected losses are based on assumptions regarding the risk of default and expected losses. To this end, management uses its professional judgement and historical experience, as well as knowledge of current market conditions and forward estimates at the end of each reporting period.

Expected Credit Loss (ECL), determined using probability of default (PD), loss given default (LGD) and exposure at default (EAD), is determined as the difference between the cash flows due under the contract and the expected cash flows (including loss of earnings) discounted using the original effective interest rate.

The Group essentially applies an analytical approach, on individually significant positions and in the presence of specific information on the significant increase in credit risk. For individual assessments, PD is obtained mainly from external providers such as legal advisors who are entrusted with debt collection cases.

Receivable assignments

Receivable assignments are accounted for in accordance with the method indicated by IFRS 9 for the derecognition of financial assets. Consequently, all receivables assigned to the factoring company, when contractual provisions include clauses that involve maintaining significant exposure to the performance of cash flows arising from the receivables assigned, remain recognised in the financial statements.

D Inventories

Inventories are recognised at the lower of purchase or production cost and the net realisable value at the end of the financial year represented by the amount that the Group expects to obtain from their sale as part of its ordinary business activities, also considering sales made after the reporting date, or, for later periods, the expected price curves. The value of crude oil, materials and spare parts is determined by the FIFO method. The value of oil product inventories is calculated using the weighted average cost of the last quarter.

E Current tax assets

Current tax assets are booked at initial recognition in the amount that is expected to be recovered from the tax authorities, taking into account their expected realisable value. Subsequently, they are recognised at amortised cost.

F Other assets

Other current assets are measured at fair value on initial recognition. Where there is objective evidence indicating impairment, the asset’s carrying amount is decreased to an amount equal to the discounted value of its future cash flows. Impairment losses are recognised in the income statement. If in subsequent periods the reasons for the write-down no longer exist, the write-down is reversed up to the amount that would have resulted from the application of amortised cost had the asset not been written down.

White certificates are recognised on an accruals basis under “Other income”, in proportion to the savings, expressed as tonnes of oil equivalent (TOE), achieved during the year.

The certificates are valued at the average market value for the year, unless the market value at the end of the year is significantly lower. The decreases due to the sale of white certificates accrued in the current or prior years are measured at the sale price. Gains and losses

arising from the sale of certificates in different years from those in which they were accrued are recognised under "Other income" or "Services and sundry costs", respectively.

G Derecognition of financial assets and liabilities

A financial asset (or, where applicable, part of a financial asset or part of a group of similar financial assets) is derecognised at once (e.g. removed from the statement of financial position of the Group) when:

  • the rights to receive cash flows from the asset are extinguished, or
  • the Group has transferred to a third party the right to receive cash flows from the asset or has assumed the contractual obligation to pay them in full and without delay and (a) has transferred substantially all the risks and rewards of ownership of the financial asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control over that asset.

In cases where the Group has transferred the rights to receive cash flows from an asset or entered into an agreement under which it retains the contractual rights to receive the cash flows from the financial asset, but assumes a contractual obligation to pay the cash flows to one or more beneficiaries (pass- through), it assesses whether and to what extent it has retained the risks and rewards of ownership. If it has neither transferred nor retained substantially all the risks and benefits or has not lost control over it, the asset continues to be recognised in the Group's financial statements to the extent of its residual involvement in the asset. In this case, the Group also recognises an associated liability. The transferred asset and the associated liability are valued to reflect the rights and obligations that continue to be incumbent upon the Group.

When the entity's continuing involvement is a guarantee on the transferred asset, the involvement is measured at the lower of the amount of the asset and the maximum amount of consideration received that the entity may have to repay.

A financial liability is derecognised when the obligation underlying the liability is extinguished, cancelled or fulfilled. Where an existing financial liability is replaced by another from the same lender, under substantially different conditions, or the conditions of an existing liability are substantially changed, such exchange or change is treated as a derecognition of the original liability, accompanied by the recognition of a new liability, with any differences in carrying amounts recognised in profit or loss.

H Property, plant and equipment

Property, plant and equipment are measured at purchase or production cost, less accumulated depreciation and any impairment. The cost includes all expenses incurred directly in preparing the assets for use, as well as any disposal and removal charges incurred as a result of contractual obligations. Any interest expenses relating to the construction of tangible assets are capitalised until the asset is ready to be used.

Costs associated with requirements to restore or dismantle plants arising from statutory or contractual obligations are accounted for as an increase in the historical cost of the asset with an offsetting entry in the provisions for risks and future liabilities.

Charges incurred for maintenance and repairs are charged directly to the Income Statement for the period in which they are incurred. Costs relating to the expansion, modernisation or improvement of facilities owned by Saras or used by third parties are only capitalised up to the limits within which they fulfil the conditions for separate classification as an asset or part of an asset in accordance with the component approach. Turnaround costs are classed as extraordinary maintenance costs and capitalised in the year in which they are incurred. They are amortised over the expected length of time until the next turnaround. Similarly, the costs of replacing the identifiable components of complex assets are recognised as assets and depreciated over their useful life; the residual value of components thus replaced is charged to the income statement. Government grants relating to capital expenditure are deducted from the purchase price or production cost of the relevant assets when the conditions necessary for receiving them have been met.

The carrying amount of property, plant and equipment is adjusted by systematic depreciation, calculated on the basis of historical cost less residual value on a straight-line basis, from the time the asset is available and ready for use, in accordance with its estimated useful life.

The useful life estimated by the Group for each of the various asset categories is as follows:

for I.G.C.C. plant

per other

Buildings

until 2031

18 years

General plants

until 2031

12 years

Highly corrosive plants

until 2031

9 years

Thermoelectric plant

until 2031

Wind Farm

10/25 years

Transformation stations

until 2031

13 years

Office furniture and equipment

4 years

Vehicles

4 years

Other assets

5/12 years

Leasehold improvements

The shorter of the duration of the lease and the useful life of the assets

The useful life of property, plant and equipment and their residual value are revised annually at each reporting date and adjusted accordingly.

Land is not depreciated

If an asset to be depreciated consists of separately identifiable components and the useful life of one component differs significantly from that of the others, each component of the asset is depreciated separately in accordance with the component approach. Tangible assets are derecognised at the time of their disposal or when no future economic benefits are expected from their use or disposal; the relative profit or loss is recognised in the Income Statement.

I Leased assets and rights to use assets

Assets held through leasing contracts or contracts granting rights to use third party assets are recognised as Group assets at their current value or, if lower, at the current value of the minimum lease payments due, except for those of short-term or low value. The corresponding liability to the lessor is recognised on the statement of financial position under financial liabilities. The assets are depreciated on a straight-line basis over the term of the underlying contract and the financial liability is repaid on the basis of the payments provided for in the lease or the right to use.

J Intangible assets

Intangible assets are made up of elements that are non-monetary in nature, without physical substance and clearly identifiable (i.e. distinct, able to be separated, dismantled or traded and deriving from other contractual or legal rights), controlled by the company and capable of generating future economic benefits. These elements are recognised at acquisition and/or production cost, which includes any directly attributable charges incurred in preparing the asset for use, net of accumulated amortisation and any impairment losses. Any interest expenses accrued during and in respect of the development of intangible assets are charged to the income statement. Amortisation commences from the time the asset is available for use and is charged on a straight-line basis over its estimated useful life.

Tangible assets are derecognised at the time of their disposal or when no future economic benefits are expected from their use or disposal; the relative profit or loss is recognised in the Income Statement.

[I] Goodwill

Goodwill is the excess cost of the acquisition cost plus the fair value of any minority interests already held at the point when control is acquired, incurred over net fair value, as recorded on the acquisition date, when acquiring assets and liabilities forming businesses or business units. Goodwill relating to equity-accounted investees is included in the carrying amount of the investees. It is not systematically amortised, but is periodically tested for impairment. This test is carried out with regard to the cash generating unit to which goodwill is to be allocated. Any reduction in goodwill is recognised where the recoverable amount of goodwill is lower than its carrying amount; the recoverable amount is the higher of the fair value of the cash generating unit, less disposal costs and its value in use, which is the present value of the cash flows expected to be generated in the years during which the cash generating unit is operating and from its disposal at the end of its useful life.

In the event that the impairment arising from the test is greater than the amount of goodwill allocated to the cash generating unit, the residual amount is in turn allocated to the assets included within the cash generating unit, in proportion to their carrying value. The minimum amount for this allocation is the highest of the following:

  • the fair value of the asset, less disposal costs;
  • its value in use, as defined above;
  • zero.

Where goodwill was previously written down for impairment, the write-down is not reversed.

[II] Patent rights, concessions, licences and software (intangible assets with a finite useful life)

Intangible assets with a finite useful life are amortised systematically over their useful life, taken to be the estimated period in which the assets will be used by the company; the recoverability of the carrying amount of the assets is checked using the same method applied to “Property, plant and equipment”.

[III] Research and development expenses

The costs associated with the acquisition of new knowledge or discoveries, the development of alternative products or processes, new techniques or models, the design and construction of prototypes, or otherwise relating to other scientific research or technological development are treated as current costs and taken to profit or loss when incurred.

K Impairment of assets

At each reporting date, property, plant and equipment and intangible assets with a finite useful life and equity investments are tested for impairment, originating from both internal and external sources. Where such indicators exist, the recoverable amount of these assets is estimated and any impairment loss duly charged to the income statement. The recoverable amount of an asset is the greater of its fair value minus selling costs and its value in use, where the latter is the present value of the future cash flows that the asset is expected to generate. In determining value in use, future cash flows are discounted using a pre-tax discount rate that reflects current market assessments of the time value of money in relation to the period of the investment and the risks specific to the asset. The recoverable value of an asset that does not generate largely independent cash flows is determined in relation to the cash generating unit to which the asset belongs. An impairment is recognised in the income statement whenever the carrying value of an asset, or of the cash generating unit to which it is allocated, is higher than its recoverable value. When the reasons for impairment no longer exist, the impairment loss is reversed to profit or loss up to the carrying amount that the asset would have had, had it not been impaired and if it had been depreciated.

L Other investments

The investments included under “Other investments” are measured at fair value, with the impact of any changes in fair value recognised through equity. Where fair value cannot be reliably determined or is insignificant, they are measured at cost less any impairment losses, in compliance with IFRS 9.

These costs are periodically reviewed in order to determine whether any impairment indicators exist that might indicate that their recoverable value is lower than their carrying value.

M Other financial assets

Depending on the characteristics of the instrument and the business model adopted for its management, financial assets are classified into the following categories:

(i) financial assets measured at amortised cost;

(ii) financial assets measured at fair value with recognition of the effects among the other components of comprehensive income (hereinafter also OCI);

(iii) financial assets measured at fair value with recognition of the effects in the Income Statement.

Initial recognition is at fair value; for trade receivables without a significant financial component, the initial recognition value is represented by the transaction price. Subsequent to initial recognition, financial assets that generate contractual cash flows exclusively representing capital and interest payments are measured at amortised cost if held for the purpose of collecting the contractual cash flows (hold-to-collect business model). The application of the amortised cost method results in the recognition in the income statement of interest income determined on the basis of the effective interest rate, exchange rate differences and any write-downs.

The treatment of financial assets linked to derivative instruments is shown under point “Y Derivatives”.

N Treasury shares

Treasury shares are recognised at cost and deducted from equity.

O Shareholders’ equity

[I] Share Capital

Share capital consists of the Parent Company’s subscribed and paid-up capital. Costs strictly related to the issue of new shares are deducted from equity reserves, after any deferred tax effect.

[II] Reserves

Reserves comprise equity-related reserves set aside for a specific purpose relating to the Parent Company; they include retained earnings.

[III] Share-based payments by the Parent Company to Group employees and management

The Group grants additional benefits to employees and management via the allocation of bonus shares. In accordance with IFRS 2 – Share-based Payments, the cost of stock plans is recognised in profit or loss over the vesting period on a straight-line basis, with a balancing entry in equity. Changes in fair value after the grant date have no effect on the initial valuation.

P Provisions for risks and charges

Provisions for risks and charges are recognised only where a present obligation (legal or constructive) exists in relation to past events that is expected to result in an outflow of financial resources, the amount of which can be reasonably assessed. This amount represents the best estimate of the sum that must be paid to discharge the obligation.

Those risks in respect of which it is only possible to show a future liability are disclosed in the section on commitments and risks and no provision is made.

Q Provisions for employee benefits

The Group provides various types of pension plans, in keeping with the conditions and practices that are commonly applied locally in those countries in which it carries out its activities.

From 1st January 2007, the regulations governing post-employment benefits (TFR) were amended to include the option for employees to decide where these are held. Specifically, new post-employment benefits may be allocated to pension funds or held at the company (if it has fewer than 50 employees, or allocated to INPS if it has more than 50 employees). The introduction of these regulations has resulted in the following accounting changes:

  • Amounts set aside to 31st December 2006

Post-employment benefits pursuant to Article 2120 of the Italian Civil Code are treated in the same way as “defined benefit plans”; these plans are based on the working life of the employees and on the remuneration they receive over a pre- determined period of service. The liability relating to post-employment benefits is entered on the statement of financial position based on their actuarial value, since this can be quantified as a staff benefit due on the basis of a defined benefit plan. The recognition of defined benefit plans requires the estimate of the benefits accrued by the employees in exchange for the service provided using actuarial techniques. These services are then discounted in order to determine the present value of the Group’s obligations. The present value of the Group’s obligations is determined by an external consultant using the projected unit credit method. This method, which comes under the more general area of “accrued benefit methods”, considers each period of service at the company as an additional unit of entitlement: actuarial liabilities must therefore be quantified solely on the basis of years worked at the valuation date; thus, an estimate of the total liability is normally extrapolated from the number of years of service at the valuation date to account for the total number of years worked at the time the benefit is expected to be paid.

The cost accrued for the year in respect of defined benefit plans is recorded in the income statement under personnel expenses and is equivalent to the sum of the average present value of entitlements accrued by current employees and the annual interest accrued on the present value of the Group’s obligations at the beginning of the year, calculated using the discount rate for future disbursements that is used to estimate liabilities at the end of the previous year. The annual discount rate adopted for these calculations is the end-of-year market rate for zero coupon bonds with the same maturity as the average remaining duration of the liabilities.

Following application of IAS 19 (revised), actuarial gains and losses relating to the change in parameters, previously reported in the income statement (personnel costs), are now recognised in the statement of comprehensive income.

  • Allocations accrued from 1st January 2007

The allocations in question are accounted for using the method adopted for defined contribution pension plans (which are not subject to actuarial valuations) as the amount relating to employees has been transferred in full outside the Group.

The corresponding liability is determined according to Article 2120 of the Italian Civil Code.

R Financial liabilities, trade and other payables and other liabilities

They are measured, on initial recognition, at fair value and subsequently at amortised cost, using the effective interest rate method. Where there is a change in the estimated future cash flows and these can be reliably estimated, the value of the payables is recalculated to reflect this change on the basis of the present value of the new estimated future cash flows and the internal rate of return originally calculated.

Sale transactions with a repurchase obligation represent a form of financing as the risks attached to ownership (mainly the risk relating to changes in fair value) remain with the Company. In this case, the assets are not derecognised, the debt for the repurchase is of a financial nature and the difference is recognised in profit and loss as a component of a financial nature.

Financial liabilities also include derivative contracts, which are discussed in the appropriate section below. Derivative contracts are measured at fair value with a balancing entry in profit or loss at each reporting date.

S Revenue recognition

The recognition of revenues from contracts with customers is based on the following five steps: (i) identification of the contract with the customer;

(ii) identification of the performance obligations, represented by the contractual promises to transfer goods and/or services to a customer; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations identified on the basis of the stand-alone sale price of each good or service; (v) recognition of the revenue when the relative performance obligation is satisfied, i.e. when the promised good or service is transferred to the customer; the transfer is considered completed when the customer obtains control of the good or service, which can occur continuously (over time) or at a specific time (at a point in time).

With reference to the products sold for the Group, the time of revenue recognition generally coincides:

  • for crude and oil products, with shipping;
  • for electricity with delivery to the customer;
  • for oil products sold on the network market, with delivery to service stations.

The recognition of revenues from services is based on the stage of completion reached.

Revenues are recorded net of returns, discounts, allowances and premiums and of directly related taxes.

Excise duties paid on purchases are netted off against those collected on sales.

T Recognition of costs

Costs are recognised when they relate to goods and services that are sold or used during the year or by systematic allocation, or when their future usefulness cannot be determined.

U Interest income and expenses

Interest income and expenses are booked on an accruals basis, according to the effective interest rate method.

V Conversion of items expressed in a currency other than the euro

Foreign currency transactions are translated into euros at the exchange rates ruling on the transaction date. Exchange rate gains and losses arising from the settlement of such transactions and from the translation at year-end exchange rates of monetary asset and liability items denominated in a foreign currency are recorded in the income statement.

W Dividends

[A] Dividends received

Dividends are recognised on the date on which the resolution approving them is carried by a shareholders’ meeting.

[B] Dividends distributed

The payment of dividends to Parent Company shareholders is recognised as a liability in the statement of financial position of the year in which the distribution was approved by the company’s shareholders.

X Taxes

Current taxes are calculated based on the taxable income for the period, applying the prevailing tax rates at the reporting date.

Deferred taxes are calculated on all temporary differences arising between the tax base of an asset or liability and its carrying amount, with the exception of goodwill and those relating to temporary differences originating from investments in subsidiaries, when the timing of the reversal of such differences is controlled by the Group and it is probable that the differences will not be reversed within a reasonably foreseeable timescale. In respect of deferred tax assets (including those relating to tax losses from previous periods) that cannot be offset against deferred tax liabilities in full, the residual portion is recognised to the extent that it is probable that taxable income will be generated in future against which they can be recovered.

Deferred taxes are calculated using the tax rates that are expected to apply in the years in which temporary differences are realised or reversed.

Changes in tax rates due to regulatory amendments are recorded in the income statement or under equity, in relation to the transaction that generated the underlying deferred tax.

Current and deferred taxes are recognised in the income statement, with the exception of those related to items directly deducted from or added to equity, in which case the tax effect is taken directly to equity. Current and deferred taxes are offset when income taxes are applied by the same tax authority, when there is a legal right of offset and the intention to settle on a net basis.

Other taxes not related to income, such as property taxes, are included under “Cost of services and sundry costs”.

The Parent Company allows its Italian subsidiaries to participate in the tax consolidation scheme for the purposes of calculating corporate income tax (IRES), pursuant to Articles 117-128 of the Consolidated Law on Income Tax (the Consolidated National Tax). As a result, a single tax base is created for the Parent Company and some Italian subsidiaries, essentially through the algebraic sum of the tax profit or loss of each participant. Participation in a particular scheme is confirmed by a communication to the tax authority made by the Parent Company indicating which subsidiaries have decided to take up this option. The option has a fixed duration of three years (except in the event of interruptions provided for by law) and the matter is governed between the two parties by a consolidation agreement. With specific reference to the transfer of tax losses, the agreements in force provide for remuneration commensurate with the ordinary IRES tax rate, equal to the portion of the loss of each subsidiary that was effectively offset by taxable income generated by other consolidated companies. Any excess losses remain allocated to the parent company and remuneration for these losses is deferred until the year that they are actually used under the national tax consolidation scheme.

Y Derivative instruments

All derivatives are financial assets and liabilities that are recognised at fair value.

They are classified as hedging instruments when the relationship between the derivative and the item being hedged is formally documented and the effectiveness of the hedge, verified periodically, is high. When derivatives hedge the risk of changes in the fair value of the underlying items (fair value hedges, e.g. hedging the variability of the fair value of assets/liabilities), they are recorded at fair value in the income statement; at the same time, the hedged items are adjusted to reflect the changes in fair value associated with the risk hedged.

Derivative financial instruments on commodities, in accordance with IFRS 9, are recognised at fair value with the change in the fair value of the instrument recognised in the income statement and this change is allocated to the items of operating costs to which the hedges refer.

Derivative financial instruments on commodities, realised on the basis of strategies other than the fixing of prices of crude oil and products, are entered at fair value with the recognition of economic effects in financial management items.

Derivative financial instruments on exchange rates and interest rates are recorded at fair value with the change in the fair value of the instrument recognised under financial management items in the income statement.

To determine the fair value of financial instruments listed on active markets, the bid price of the security on the relevant reporting date is used. In the absence of an active market, fair value is determined by using measurement models based largely on objective financial variables and by considering, wherever possible, the prices observed in recent transactions and the prices for comparable financial instruments.

To be noted is that most of these stipulated derivatives relate to hedging transactions not subject to “hedge accounting” rules.

Z Earnings per share

[I] Base

Basic EPS is calculated by dividing the Group’s profit or loss, adjusted by the portion of profit or loss attributable to the holders of preference shares, by the weighted average of ordinary shares outstanding during the year, excluding treasury shares.

[II] Diluted

Diluted EPS is calculated by dividing Group- operating profit, adjusted by the portion of earnings attributable to the holders of preference shares, by the weighted average of ordinary shares outstanding during the year, excluding treasury shares. For the purpose of calculating diluted earnings per share, the weighted average of shares outstanding is modified by assuming the conversion of all potentially dilutive ordinary shares, while the Group’s profit or loss is adjusted to take into account the after-tax effects of the conversion.

AA Emission Trading

Decree-Law no. 216 of 4th April 2006 has introduced limits on CO2 emissions from plants. If these limits are exceeded a company must purchase allowances or credits on the relevant market representing the excess CO2.

If the allowances allocated are insufficient, the value of the shortfall is measured at market value and recorded in risks; if, however, the allowances exceed requirements, the surplus, measured at purchase cost aligned to the market value at the end of the year if lower, is recorded under intangible assets.

AB Segment information

An operating segment is a part of an entity:

  • that undertakes commercial activities that generate revenues and costs (including revenues and costs relating to transactions with other parts of the same entity);
  • whose operating results are reviewed periodically at the highest operational decision-making level of the entity in order to adopt decisions on the resources to be allocated to the segment and the assessment of the results; and
  • for which separate accounting information is available.

A geographical segment is defined as a group of assets and transactions used for specific services in a particular geographical area and subject to risks and benefits substantially different from those related to other geographical areas.

3.5. Use of estimates and discretionary evaluations, also as a consequence of Covid-19

The preparation of the financial statements requires directors to apply accounting standards and methodologies that, in certain situations, are based on discretionary valuations and estimates founded on past experience and assumptions that at the time are considered reasonable and realistic under the circumstances. The application of these estimates and assumptions affects the amounts reported in the financial statements, i.e., the statement of financial position, income statement, statement of comprehensive income and cash flow statement, as well as the accompanying disclosures. The actual results of the accounting entries for which estimates and assumptions have been used may differ from those shown in the financial statements, due to the uncertainty surrounding said assumptions and the conditions upon which the estimates are based.

3.6. Most significant accounting policies requiring a greater degree of discretion

A brief description is provided below of the most significant accounting policies requiring greater discretion by the directors in the preparation of their estimates and in respect of which a change in the conditions underlying the assumptions used could have a significant effect on the restated aggregate financial information.

  • Depreciation of fixed assets: depreciation of fixed assets is a significant cost for the Group. The cost of property, plant and equipment is depreciated on a straight-line basis over the estimated useful life of the assets concerned. The useful life of the Group’s assets is determined by the directors at the time they are purchased; it is based on past experience for similar assets, market conditions and expectations as to future events that could affect their useful life, such as changes in technology. Their actual useful life could therefore differ from the estimate. The Group periodically assesses technological changes and industry developments, dismantling and disposal costs and recoverable amount in order to adjust the asset’s remaining useful life. This periodic revision process could lead to a change in the depreciation period considered and, therefore, in the depreciation charged in future years.
  • Recoverable amount of property, plant and equipment: in the presence of impairment indicators, the estimated recoverable value is derived from a complex valuation process that largely depends on external sector variables or changes in the reference regulations. The corresponding environment is monitored continuously and sector analyses are obtained regularly. However, it may be that the effective change in the key variables is not in line with expectations.
  • Recoverable amount of inventories : the estimate of the recoverable amount of inventories entails a valuation process that is highly influenced by the performance of the oil product market, which is exposed to significant changes, including of a short-term nature. Therefore, the net realisable value of crude oil and finished goods at year end is estimated based on the amount that the Group expects to obtain from their sale, by observing the sales taking place after the reporting date. Consequently, this assessment is influenced by market conditions.
  • Deferred tax assets: deferred tax assets are accounted for on the basis of expected taxable income in future periods. The measurement of expected income for deferred tax recognition purposes depends on factors that may vary over time and may have a significant effect on the measurement of deferred tax assets.
  • Provisions for risks and impairment losses on current assets: in certain circumstances, determining whether there is a current obligation (either legal or constructive) or the recoverability of current assets is not always straightforward. The directors consider such circumstances on a case-by-case basis and at the same time estimate the amount of financial resources needed to discharge the obligation. Where the directors feel that a liability or the risk of not recovering an asset are only possible, the associated risks are disclosed in the note concerning commitments and risks and no accrual is made. Where the directors feel that a liability or the risk of not recovering an asset are only probable, a special risk provision is recorded.
  • Revenues from electricity (Essentiality scheme): since the end of April 2021, Sarlux Srl has been admitted in the list of the plants which are considered essential to the National Electricity System. Given that admission, revenues deriving from electricity sold are regulated on a two-factors basis. The first factor is measured to restore fixed costs, including amortization and depreciation and the remuneration of the net invested capital, as stated by “Deliberazione 111/06”. The second factor is meant to integrate the differential (positive or negative) between variable costs and market local price.
  • The estimation of such revenues, especially the estimation of the integration factor, requires the management to perform an estimation process which – even if it is not particularly discretional – has a significant economic impact.
  • Measurement of the recoverable amount of receivables: most of the receivables arising from the Group's operations are factored without recourse (and derecognised) and/or covered by other credit risk mitigation measures applicable to wholesale customers (mainly through insurance policies and, to a lesser extent, bank sureties) and receivables from cargo trading activities (collection, including through letters of credit, bank sureties or parent company guarantees). Most receivables arising from cargo trading activities (with a significant unit amount) are characterised by extremely limited terms of payment (i.e., a few days after the date of delivery of the goods); the allowance for impairment is currently calculated based on specific assessments of the recoverability of past due positions. It should also be noted that the losses on receivables historically recognised by the Group are not of a significant amount.
  • Estimation of the fair value of derivatives: the assessment depends on expectations regarding the trend of the market variables, including commodity prices and exchange rates, the variability and volatility of which depends on factors that are outside the sector.
  • The trend of market variables, in the medium-long term and in the short term, including the price and supply of crude oil and the worldwide demand of finished products with respect to the processing capacity, are capable of influencing, even significantly, the Group’s performance. This represents one of the critical assumptions for the various valuation processes, more specifically for the assessment of assets and of the recoverable value of inventories as well as the volatility of the current values of financial instruments. The underlying valuation processes, even complex ones, involve the expression of estimates which depend on variables that are outside the sector, which are highly volatile and which are based on assumptions that, by their nature, involve the use of a high degree of judgement on the part of Company Management. The same, for this purpose, also considers scenarios expressed by independent sector experts.
4 Information by business segment and geographical area
4.1. Foreword

In order to present the performance of the Group's activities in a consistent manner, the information of the individual companies is allocated to the revised business segments in the light of what is set out below.

In fact, starting from the 2021 financial year, the Group's business sectors are as follows:

  • Industrial & Marketing;
  • Renewables.

With Resolution no. 598/2020/R/eel of 29th December 2020, ARERA (Italian Regulatory Authority for Energy, Networks and Environment) has indicated that TERNA register the combined cycle power plant of Sarlux Srl, IGCC (Integrated Gasification Combined Cycle), among the plants that are essential to the safety of the electricity system for the year 2021.

On 13th April 2021 ARERA - with Resolution 152/2021

  • decided to accept the application for admission to the cost-recovery scheme, thus including Sarlux in the list - drawn up on an annual basis - of essential plants as from the expiry date of the related CIP6/92 convention (20th April 2021).

The transition from the CIP6/92 agreement to the essentiality regime has led to a significant change in the way the Sarlux plant operates, since the technical and economic parameters to be considered for its operation are those laid down in said regime and take into account the very high level of functional and strategic integration of the power station with the refinery. Therefore, the activities of the IGCC plant, previously represented in the "Power" segment, as from 1st January 2021 are represented in a single segment, called "Industrial & Marketing" which includes integrated refining and electricity generation activities in the Essentiality Scheme. This segment, which is also comprised of Marketing-related activities, included, until the previous year, the Spanish distribution network and warehouses used as intermediate logistics; the sale of the network, started in 2019 and finalised in 2020, which represented the relevant activity of the Marketing segment, entailed the closure of that segment, given that the plants remaining after such sale (the depots of Arcola, La Spezia and of Cartagena, Spain) are now subservient to the logistics of the refinery. Therefore, the Marketing segment is therefore no longer significant in its own right and has therefore been aggregated. Finally, the activities of the “Other Activities” segment, which in fact coincided with the activities carried out by Sartec and Reasar, also dedicated to integrated refining activities, have merged into the “Industrial & Marketing” segment.

The "Wind" segment has also been renamed the "Renewables" segment in view of potential developments in the photovoltaic and green hydrogen sectors and includes the subsidiaries operating in the wind power generation sector.

4.2. Segment information

In light of what has been described in the previous paragraph, starting from the first quarter of 2021, information by business segment has undergone a profound review, in the direction of a substantial aggregation of the segments previously identified, based on the aforementioned changes in the Group's business model.

Given the above, the format previously used to provide segment information in these notes is no longer appropriate and the information provided in the Report on Operations by segment, to which reference should be made, is considered much clearer and more explanatory.

4.3. Information by geographical area

The breakdown by geographical area takes into account the size of the reference market and the countries in which the registered offices of counterparties are located.

Directly attributable assets and investments by geographical area of location.

Directly attributable assets

31/12/2021

31/12/2020

Change

Italy

3,387,762

3,158,090

229,672

Other EEC countries

126,002

72,481

53,521

Non-EEC

185,831

139,617

46,214

Total

3,699,595

3,370,188

329,407

Investments in property, plant

and equipment and intangible

31/12/2021

31/12/2020

Change

Italy

100,052

254,737

(154,685)

Other EEC countries

0

577

(577)

Non-EEC

0

(0)

0

Total

100,052

255,314

(155,262)

Net revenues from ordinary operations by geographical area.

Revenues from ordinary operations

31/12/2021

31/12/2020

Change

Italy

4,321,903

1,524,418

2,797,485

Spain

271,759

125,191

146,568

Other EEC countries

1,675,005

908,456

766,549

Non-EEC

2,273,937

2,544,746

(270,809)

USA

93,846

239,473

(145,627)

Total

5,342,284

5,342,284

3,294,166

Amounts are shown net of inter-company eliminations. For more information on the sector, please refer to the relevant section of the Report on Operations.

The following table shows a breakdown of trade receivables by geographical area:

Trade receivables from third parties

31/12/2021

31/12/2020

Change

Italy

227,210

111,274

115,936

Spain

53,271

22,073

31,198

Other EEC countries

108,508

26,527

81,981

Non-EEC

145,444

100,642

44,802

USA

30,271

3,099

27,172

Bad debt provision

(18,193)

(6,974)

(11,219)

Totale

546,511

256,641

289,870

The most significant changes to the statement of financial position and statement of comprehensive income compared with the previous year are illustrated below.

5. Notes to the Statement of Financial Position
5.1. Current assets
5.1.1. Cash and cash equivalents

The following table shows a breakdown of cash and cash equivalent:

Cash and cash equivalents

31/12/2021

31/12/2020

Change

Bank and postal deposits

366,629

558,933

(192,304)

Cash

51

64

(13)

Total

366,680

558,997

(192,317)

Bank deposits are mainly attributable to Saras SpA (EUR 301,149 thousand), Reasar SA (EUR 5,227 thousand),Bank deposits are mainly attributable to Saras SpA (EUR 301,149 thousand), Reasar SA (EUR 5,227 thousand),Sardeolica Srl (EUR 8,979 thousand) and Saras Trading SA (EUR 40,196 thousand).

There are no constraints or restrictions on such bank deposits.

For further details on the net financial position, reference is made to the relevant section of the Report on Operations and the statement of cash flows.

5.1.2. Other financial assets

The table below shows the breakdown of other financial assets:

Current financial assets

31/12/2021

31/12/2020

Change

Current financial derivatives

57,652

91,110

(33,458)

Deposits to secure derivatives

56,087

61,325

(5,238)

Other assets

1,529

1,242

287

Total

115,268

153,677

(38,409)

The item financial derivative instruments comprises the positive fair value of existing instruments on the year-end date and the positive differentials realised and not yet received.

For further details, see 5.4.1.

The item derivative guarantee deposits includes deposits requested by the counterparties with which the Group uses derivative instruments to guarantee open positions on the year-end date.

5.1.3. Trade receivables

Trade receivables amounted to EUR 546,511 thousand, up EUR 289,870 thousand from the previous year. The increase in receivables is essentially due to the sharp rise in market prices. For further commentsTrade receivables amounted to EUR 546,511 thousand, up EUR 289,870 thousand from the previous year. The increase in receivables is essentially due to the sharp rise in market prices. For further commentson sales performance, please refer to the Report on Operations.

This item is shown net of the allowance for doubtful receivables, which amounted to EUR 18,193 thousand (EUR 6,974 thousand at 31st December 2020). As already mentioned, the Group conducts a specific analysis of credit positions and the provision for write-downs includes the results of these assessments. For further analysis, see section 7.4, information under IFRS 7 and 13.

5.1.4. Inventories

The following table shows a breakdown of inventories and the changes that occurred during the year:

Inventories

31/12/2021

31/12/2020

Change

Raw materials, consumables and supplies

262,819

218,803

44,016

Unfinished products and semi-finished products

124,561

77,244

47,317

Finished products and goods

675,178

329,373

345,805

Advances on stocks

0

0

0

Spare parts and raw materials, supplies

106,614

111,969

(5,355)

Total

1,169,172

737,389

431,783

The increase in the value of oil inventories (crude oil and finished products) was essentially due to the increasing trend in prices partially offset by the decrease in quantities in inventory at the end of the year.

Inventories of consumables have been valued at their presumed recovery value.

In compliance with the provisions of the accounting standards, the Group has measured inventories of oil products at the lower of purchase or production cost and the recoverable amount on the market and this comparison leads to the recording of a lower value of inventories - essentially products - in the amount of EUR 73 million.

No inventories are used as collateral for liabilities.

The item “Finished products and goods held for resale” includes around 1,151 thousand tonnes of oil products (valued at around EUR 640 million) held for group companies and certain third parties in accordance with the obligations of Legislative Decree no. 22 of 31st January 2001 (in the previous year, these stocks amounted to 1,014 thousand tonnes valued at around EUR 332 million).

5.1.5. Current tax assets

Current tax assets break down as follows:

Current tax assets

31/12/2021

31/12/2020

Change

VAT credit

2,131

38

2,093

IRES credits

24,603

1,074

23,529

IRAP credits

0

7,625

(7,625)

Other amounts due from the tax authorities

6,220

5,552

668

Total

32,954

14,289

18,665

The increase in IRES credits refers to credits for which reimbursement has been requested.

Other Tax Receivables include taxes for which reimbursement

5.1.6. Other assets

The balance breaks down as follows:

Other assets

31/12/2021

31/12/2020

Change

Accrued income

109

36

73

Prepaid expenses

5,801

9,918

(4,117)

Other short-term loans

48,409

110,104

(61,695)

Total

54,319

120,058

(65,739)

media/image41.emf

Prepayments mainly relate to prepayments of insurance premiums and charges for the biofuel regulations for the Parent.

“Other receivables” mainly comprises:

  • the receivable of EUR 24,138 thousand due to the subsidiary Sarlux Srl from the Equalisation Fund for the Electricity Sector for the payment, pursuant to Title II, paragraph 7-bis, Cip Regulation no. 6/92, of charges resulting from Directive 2003/87/EC (Emissions Trading), in application of Authority for Electricity and Gas Resolution ARG/elt 77/08 of 11th June 2008, referred to the first months of 2021 that still benefited from the CIP 6/92 scheme; the decrease compared to the previous year (EUR 73,449 thousand) is due to the collection of the amount referring to 2020.
  • white certificates for EUR 5,682 thousand, related to the benefits granted to the subsidiary Sarlux in respect of the energy savings achieved through specific projects preliminarily authorised by GSE and carried out at the Sarroch refinery (EUR 30,978 thousand in 2020), which were partially netted from the provision for risks amounting to EUR 23,707 thousand (unchanged compared to the previous year); for further details, refer to point 7.1.
5.2. Non-current assets

The spread of the Covid-19 pandemic the spread of the Covid-19 pandemic and the negative impacts of the severe restrictions put in place at a global level to combat it have caused an unprecedented drop in global demand for oil products during the 2020s; the market then rebalanced in terms of product supply and demand from 2021 onwards. In this context, the refining sector, due to the imbalance of the economic variables underlying the balance between the demand for refined products and the dynamics of crude oil pricing, partially recovered its previous values, starting in the second half of 2021, due to the achievement of the objectives for containing the pandemic effects.

This impacted the business of the Saras Group and consequently the market capitalisation of the Parent Bank. What characterises the “Covid-19” phenomenon is certainly its uniqueness both in terms of occurrence and impact and it can be classified as a risk with a low probability of occurrence but of an absolute impact.

The recent geopolitical situation between Russia and Ukraine and the consequent international crisis that has been generated are also expressing substantial changes in the balance of the oil and energyThe recent geopolitical situation between Russia and Ukraine and the consequent international crisis that has been generated are also expressing substantial changes in the balance of the oil and energymarket and it will take time to return to a condition of normality.

The causes of the pandemic crisis and subsequently of the geopolitical crisis are not financial in nature, but are mainly attributable to factors external to the company's economic environment, which suffers the effects of instability and relative volatility in the short term, but which should not undermine its medium- term fundamentals.

Also in compliance the recommendations of the main regulatory authorities that have given their opinions on the matter (ESMA, CONSOB, IOSCO), the Company has performed the necessary checks regarding corporate continuity, of any certain or predictable effects of the Covid-19 pandemic emergency on the amounts of the financial statements and the Group's financial structure and, finally, in accordance with the provisions of IAS 36 (impairment of assets), has assessed whether its assets are carried at a value that is greater than their recoverable amount. In such a process, as recommended by the Guidelines for the preparation of the impairment test and by the International Financial Reporting Standards (more specifically, IAS 36 – Impairment of assets), the company also considered the 2015 Italian evaluation standards (PIV).

Based on current market conditions and available information, it is extremely difficult to articulate and assess the economic and financial impacts from the development of the current crisis. Therefore, the short, medium and long-term financial calculations that must be used in the company projections aim at identifying a better forecast that does not consider the current volatility deriving from this sudden and unexpected crisis as it cannot be considered a normal market condition.

Such assessments were performed on the Cash Generating Units (CGUs) to which the value of the assets was allocated, assuming the recoverable value to be greater of the market value and the value in use obtainable on the basis of the discounting of the derivable cash flows of the multi-year plans updated and approved by the Board of Directors on 14th March 2022. The impairment test must reflect the consensus to date, despite the difficulty of assessing the criticality of the context, and there is no reason to believe that corporate conditions are such that the business cannot continue in the medium term; in fact, the fundamentals remain unchanged for a return to normalcy in future financial years and, more specifically starting from 2022, as a function of a more significant resumption in oil demand and closer to the levels seen prior to the pandemic.

The current macroeconomic and geopolitical scenario and the effects deriving from the volatility of the main commodities, has resulted in a situation of uncertainty that has led the Company to make choices consistent with the production factors under its management, confirming the maintenance of all plants in operation both to provide a concrete response to the national energy crisis and in anticipation of an expected return to normal conditions.

It has also been assumed that, since the crisis is exogenous and non-financial in nature, with an uncertain intensity and re-absorption period, the Company’s long-term income-generating capacity is resilient to the crisis itself.

The scenario outlined is therefore based on medium- and long-term economic and financial calculations that aim to identify a better forecast that does not take into account the current volatility resulting from the sudden crisis, since it cannot be considered a normal market condition.

In particular, the scenario is based on the expectation of a recovery in the margins of the refining market, with a progressive growth in the following three years up to near pre-Covid levels throughout the entire plan. The impairment test was conducted according to the general criteria approved by the Board of Directors on 16th February 2022. The analysis was performed with specific reference to the complex of tangible and intangible assets that make up the “Industrial & Marketing” CGU and the Renewables CGU, in which the valuation process is aimed at verifying whether the same had suffered a permanent loss of value at the reporting date of these Financial Statements. To identify the CGUs, the company considered:

  • the internal control system;
  • the criteria according to which management takes strategic and operational decisions.

The "maximum" limitation relating to the segment is defined by the accounting standard only with reference to the Impairment Test of goodwill, which in this case is relevant only for the Renewables CGU. As regards the Impairment Test of tangible assets, as in the case of the Industrial & Marketing CGU of Saras, the reference for recoverability is to the investments made and their application (or use) in the reference business.

The valuation process was structured in a similar way to that described in the Annual Report 2020 and in the Half-Yearly Financial Report 2021. In relation to the macroeconomic and sectoral context, the impairment indicators that emerged in 2021 related to the strong volatility of the oil and refining scenario (Brent price, price of related commodities, crack spread, refining margins) remain, to which a strong volatility also of the energy scenario (electricity and CO2 price) must be added, only partially offset by the essentiality mechanism.

Saras has therefore proceeded to test the property, plant and equipment and intangible assets relating to the Industrial & Marketing CGU; the financial-economic projections on the basis of the impairment tests have been built on the basis of the forecasts of the most reliable external sources approved by the Board of Directors on 14th March 2022.

Regarding the determination of the value in use, reference was made to the cash flows reflected in the 2022-2024 economic and financial projections, aimed at identifying a better forecast that does not consider volatility current resulting from the sudden crisis as it cannot be considered a normal market condition.

These documents reflect the best estimates that can be made by the Management regarding corporate operations, production profiles, the market environment and the evolution of the regulatory framework of reference. Following the process described above, the recoverable value was determined in terms of value in use comparable with the carrying value of the “Industrial & Marketing ” CGU, which will be accounted for below. With regard to the Renewables CGU, the valuation process was structured in a similar way to the previous year, updating the electricity scenarios, the progress of investments and the value of the WACC, which will be described below.

For more detailed information, see the specific note at sub-paragraph 5.2.2 below.

5.2.1. Property, plant and equipment

The following table shows the breakdown of property, plant and equipment:

Historical Cost

31/12/2019

Increases

Decreases

Write-downs

Other changes

31/12/2020

Land and buildings

177,174

441

(7)

0

1,521

179,129

Plant and machinery

3,566,290

113,335

(22,628)

(35,000)

104,700

3,726,697

Industrial and commercial equipment

37,058

1

(35)

0

634

37,658

Other leased assets

642,596

542

(944)

0

27,124

669,318

Property, plant and equipment under construction

248,297

138,364

(24)

0

(140,172)

246,465

Total

4,671,415

252,683

(23,638)

(35,000)

(6,193)

4,859,267

Depreciation Provision

31/12/2019

Depreciation

Use

Write-downs

Other changes

31/12/2020

Land and buildings provision

100,663

4,529

0

0

(1)

105,191

Plant and machinery fund

2,799,894

138,219

(20,258)

0

29

2,917,884

Industrial and commercial equipment provision

28,593

3,820

0

0

0

32,413

Other leased assets

469,693

24,149

(857)

0

0

492,985

Total

3,398,843

170,717

(21,115)

0

28

3,548,473

Net Value

31/12/2019

Increases

Decreases

Depreciation

Write-downs

Other changes

31/12/2020

Land and buildings

76,511

441

(7)

(4,529)

0

1,522

73,938

Plant and machinery

766,395

113,335

(2,370)

(138,219)

(35,000)

104,672

808,813

Industrial and commercial equipment

8,466

1

(35)

(3,820)

0

633

5,245

Other leased assets

172,903

542

(87)

(24,149)

0

27,124

176,333

Property, plant and equipment under construction

248,297

138,364

(24)

0

0

(140,172)

246,465

Total

1,272,572

252,683

(2,523)

(170,717)

(35,000)

(6,221)

1,310,794

Historical Cost

31/12/2020

Increases

Decreases

Write-downs

Other changes

31/12/2021

Land and buildings

179,129

917

(8,314)

0

8,099

179,831

Plant and machinery

3,726,697

50,112

(33,361)

0

175,484

3,918,932

Industrial and commercial equipment

37,658

0

(1,451)

0

2,276

38,483

Other leased assets

669,318

1,500

(4,860)

0

15,260

681,218

Property, plant and equipment under construction

246,465

31,283

399

0

(105,139)

173,008

Total

4,859,267

83,812

(47,587)

0

95,980

4,991,472

Depreciation Provision

31/12/2020

Depreciation

Use

Write-downs

Other changes

31/12/2021

Land and buildings provision

105,191

4,091

(4,758)

0

3,326

107,850

Plant and machinery fund

2,917,884

150,400

(24,661)

0

57,957

3,101,580

Industrial and commercial equipment provision

32,413

2,820

(1,266)

0

845

34,812

Other leased assets

492,985

24,571

(2,904)

0

5,183

519,835

Total

3,548,473

181,882

(33,589)

0

67,311

3,764,077

Net Value

31/12/2020

Increases

Decreases

Depreciation

Write-downs

Other changes

31/12/2021

Land and buildings

73,938

917

(3,556)

(4,091)

0

4,773

71,981

Plant and machinery

808,813

50,112

(8,700)

(150,400)

0

117,527

817,352

Industrial and commercial equipment

5,245

0

(185)

(2,820)

0

1,431

3,671

Other leased assets

176,332

1,499

(1,956)

(24,571)

0

10,079

161,383

Property, plant and equipment under construction

246,465

31,283

399

0

0

(105,139)

173,008

Total

1,310,793

83,811

(13,998)

(181,882)

0

28,671

1,227,395

The item “Land and buildings” chiefly include industrial buildings, offices and warehouses with a net value of EUR 32,744 thousand, office buildings in Milan and Rome belonging to the Parent Company with a carrying amount of EUR 2,229 thousand and land largely relating to the Sarroch and Arcola sites respectively belonging to the subsidiary Sarlux Srl, and the subsidiary Deposito di Arcola Srl with a net value of EUR 37,008 thousand.

The item “Plant and machinery” mainly relates to the refining and combined cycle power plants at Sarroch.

“Industrial and commercial equipment” includes equipment relative to the chemical laboratory and the control room connected with refinement and various assets supplied as necessary to the production process.

The item “Other assets” mainly includes tanks and oil pipes for the movement of products and crude products of the group companies (Sarlux Srl, Saras Energia SA. and Deposito di Arcola Srl).

The item “Assets under construction and payments on account” reflect costs incurred mainly for investments in tanks and work to adapt and upgrade existing facilities, particularly for environmental, safety and reliability purposes.

Increases for the year amounted to EUR 83,811 thousand and mainly refer to technological interventions on refinery plants and the extension of the wind farm, as mentioned previously.

The main depreciation rates used, unchanged comparing to 2020, are as follows:

for I.G.C.C.

plant

per other fixed

assets (annual base)

Industrial buildings (land and buildings)

until 2031

5.50%

Generic plant (plant and machinery)

until 2031

8.38%

Highly corrosive plant (plant and machinery)

until 2031

11.73%

Pipelines and tanks (plant and machinery)

8.38%

Thermoelectric power plant (plant and machinery)

until 2031

Wind park (plant and machinery)

10.00%

Supplies (equipment plant and machinery)

25.00%

Electronic office equipment (other assets)

20.00%

Office furniture and machinery (other assets)

12.00%

Vehicles (other assets)

25.00%

The concession for the use of public lands on which the service facilities of the Sarroch refinery (wastewater treatment, desalination sea water, blow-down, flare and landing stage) issued by the Port Authority of Cagliari is valid until 31st December 2027.

During the year, no financing costs were capitalised.

As a result of the manifestation of certain external phenomena linked to the macroeconomic and commodity scenario, such as to be able to cause a reduction in recoverable value, in accordance with the provisions of the accounting standards applied by the Group and in particular IAS 36, all the tangible and intangible assets that make up the "Industrial& Marketing" operating segment were tested for impairment at the reference date of these financial statements.

The test was performed, with the support of an independent expert, by comparing the carrying amount with the recoverable amount, represented by the higher of fair value, net of selling costs and value in use, as required by IAS 36.

The impairment testing process was organised into the following phases:

a) Definition of cash generating units (hereinafter, CGU): the CGU that is the subject of valuation is represented by the complex of tangible and intangible assets of the operating sector “Industrial & Marketing”: as shown in the document on the General Criteria for the preparation of the impairment test at 31.12.2021, approved by the Board of Directors on 16th February 2022 and previously summarised.

b) Determination of the recoverable value of the plants based on the value in use: the recoverable amount of the CGU in question was determined on the basis of its value in use, i.e., the present value of future cash flows expected to originate from the CGU. Cash flows were determined on the basis of the assumptions included in the medium- and long- term economic and financial projections underlying business planning under normal conditions, approved by the Board of Directors, which aim to identify a better forecast that does not consider the current volatility resulting from the sudden crisis as it cannot be considered a normal market condition and is not due to market fundamentals, considering the cash flows net of future developments.

The 2022-2024 cash flows (explicit period) were determined by taking into account the oil scenario (crude oil prices, petroleum products and refining margins), which is supported by recent publications of leading sector analysts, applied to the production levels consistent with the past and with the expected production plans, in application of the new industrial rationales as described above. Regarding the electricity system, the IGCC plant, which is highly integrated with the refinery, has been included since April 2021 in the scheme of plants that are essential for the stability of the electricity service of the Region of Sardinia. A remuneration of energy, consistent with the conditions set by the reference legislation in terms of determining the reimbursement of fixed and variable costs and the remuneration of capital, also assumed in the medium term, has been considered. With regard to the electricity scenario, more specifically the price of electricity and CO2, reference was made to studies by leading sector analysts. The assumptions underlying the estimate of revenue flows are related to the forecast of the evolution of the global and national economic scenarios of the oil and energy sector, generally of complex forecasting, but lately even more difficult due to the effects of the pandemic and recent conflicts at a geopolitical level, aggravating significant and unpredictable volatility. Financial flows also take into account the recovery of previous losses.

The recoverable value of the CGU in question was determined on the basis of the estimate of its value in use, using the valuation methodology of the Unlevered Discounted Cash Flow, as follows:

  • the discount rate for the discounting of financial flows (weighted average cost of capital - WACC) was estimated by weighing the market parameters of an extended panel of the oil & gas sector with those of a panel restricted to the refinery sector. A single sensitivity was also carried out on the discount rate on Saras' unlevered beta. In the light of the analyses carried out, an intermediate rate has been estimated between the extended panel and the restricted one, which leads to a 6.2% rate;
  • at the end of the explicit period, a flat trend was estimated until the end of the Essentiality Scheme period, on the basis of the operating cash flow estimated in the last forecast year and a capital expenditure forecast in line with the one of the previous Impairment Test, applying a growth rate over that of the plan of 1%, a value consistent with the previous Impairment Test and, to date, lower than analysts' estimates of expected long-term inflation. Oil and energy market scenarios for the last explicit year have therefore been extended flatly until 2030.

With regard to the configuration of the refinery assets within the essentiality regime, two scenarios were considered based on the different duration of the essentiality regime, based on the most recent forecasts of TERNA and independent studies relating to the electricity market in Sardinia in the coming years.

As a normalised flow at the end of the essentiality regime, in the absence of a production plan to 2030 and taking into account the historical values recorded by Saras in the two-year period 2018-2019 pre-pandemic, the unit operating margin per barrel produced was estimated on the basis of an expected value between a minimum non-negative value and a maximum value, as represented by more recent analysts. The parameter was then converted into Euro and multiplied by the expected production. It was then considered a input variable in the range indicated above through the Montecarlo simulation technique.

The forecasting difficulties related to the estimation of the business trend in the long term, concerning the identification of a better forecast that does not consider the current volatility deriving from the sudden crisis, since it cannot be considered as a normal market condition, make it desirable to use statistical techniques, which associate the relevant variables with probabilities of occurrence according to specific distribution curves.

In general, in conditions of high uncertainty, as well as difficulty in estimating the relevant parameters for determining the value of an asset, the valuation process can be enriched and completed through the application of probabilistic simulation techniques.

In particular, the best practice has identified the most suitable tool in the simulation technique called "Montecarlo". The contribution, provided by the Monte Carlo Simulation, to the valuation models is expressed in a systematic and detailed analysis of the risk and uncertainty situations linked to the estimation of the values of the determining input variables (or drivers). In order to identify results that take due account of the variability of the valuation drivers, a deterministic approach considered complete would in fact require: firstly, an analysis of all possible scenarios (oil and energy commodities)

  • obtained by varying the input on a case-by-case basis - and, subsequently, a selection of the results deemed most plausible.

The application of the Monte Carlo Simulation technique allows you to assign probability of occurrence to the values that the factors subject to greater uncertainty (or variability) can assume, to simulate their behaviour in a random manner, and to measure the frequency of occurrence of the results related to the different simulated variables. Consequently, such an analysis provides the evaluator with more complete and detailed support, as it is enriched with measures of sensitivity of the results according to any changes in the parameters.

The input variables of the simulation process considered for the purposes of the impairment test were the following:

i) Beta and Gearing parameters of the discount rates;

ii) growth rate for the period beyond the plan (inflation);

iii) investments for the continuation of the business beyond the plan;

iv) Long-term EBITDA per unit of product based on different operating margin scenarios (at the end of essentiality).

The statistical distributions were constructed taking into account the dynamics of the parameters of the comparables with regard to the variables of the discount rate, and the intervals supported by external sources. The simulation was conducted for both scenarios based on the essentiality term, taking into account a 50%- 50% probability of occurrence.

Following the sensitivity analysis, also considering the possibility of the two scenarios, a target WACC of 6,7% has been identified, and it would bring to zero the headroom emerging from the test.

The analysis carried out shows recoverable values higher than the book value of the “Industrial & Marketing” CGU, thus not showing any permanent losses in value as defined by IAS 36.

5.2.2. Intangible assets

The following table shows the changes in intangible assets:

Historical Cost

31/12/2019

Increases

Decreases

Write-downs

Other changes

31/12/2020

Industrial patent and original work rights

53,300

2,920

(1,289)

0

4,548

59,479

Concessions, licences, trademarks and similar rights

24,349

2

0

0

192

24,543

Goodwill and intangible assets with indefinite life

21,019

0

0

0

0

21,019

Other intangible assets

531,832

0

(1,607)

0

189

530,414

Intangible assets under construction

1,218

0

(289)

0

0

929

Total

631,718

2,922

(3,185)

0

4,929

636,384

Amortisation Provision

31/12/2019

Amortisation

Use

Write-downs

Other changes

31/12/2020

Industrial patent and original work rights

48,515

4,224

(840)

0

(23)

51,876

Concessions, licences, trademarks and similar rights

11,961

1,405

0

0

(325)

13,041

Other intangible assets

493,190

32,331

(1,223)

0

(138)

524,160

Total

553,748

37,960

(2,063)

0

(486)

589,159

Net Value

31/12/2019

Increases

Decreases

Amortisation

Write-downs

Other changes

31/12/2020

Industrial patent and original work rights

4,785

2,920

(449)

(4,224)

0

4,571

7,603

Concessions, licences, trademarks and similar rights

12,388

2

0

(1,405)

0

517

11,502

Goodwill and intangible assets with indefinite life

20,937

0

0

0

0

0

20,937

Other intangible assets

38,642

0

(384)

(32,331)

0

327

6,254

Intangible assets under construction

1,218

0

(289)

0

0

0

929

Total

77,970

2,922

(1,122)

(37,960)

0

5,415

47,225

Historical Cost

31/12/2020

Increases

Decreases

Write-downs

Other changes

31/12/2021

Industrial patent and original work rights

59,479

493

(5,392)

0

506

55,086

Concessions, licences, trademarks and similar rights

24,543

1,715

(1,716)

0

0

24,542

Goodwill and intangible assets with indefinite life

21,019

0

0

0

0

21,019

Other intangible assets

530,414

345

(30)

0

506

531,235

Intangible assets under construction

929

336

0

0

0

1,265

Total

636,384

2,889

(7,138)

0

1,012

633,147

Amortisation Provision

31/12/2020

Amortisation

Use

Write-downs

Other changes

31/12/2021

Industrial patent and original work rights

51,876

3,692

(3,321)

1,834

(2,063)

52,018

Concessions, licences, trademarks and similar rights

13,041

854

(1,186)

992

13,701

Other intangible assets

524,160

901

(30)

0

805

525,836

Total

589,159

5,447

(4,537)

1,834

(266)

591,637

Net Value

31/12/2020

Increases

Decreases

Amortisation

Write-downs

Other changes

31/12/2021

Industrial patent and original work rights

7,603

493

(2,071)

(3,692)

1,834

(1,099)

3,068

Concessions, licences, trademarks and similar rights

11,502

1,715

(530)

(854)

0

(992)

10,841

Goodwill and intangible assets with indefinite life

20,937

0

0

0

0

0

20,937

Other intangible assets

6,254

345

(530)

(901)

0

231

5,399

Intangible assets under construction

929

336

0

0

0

0

1,265

Total

47,225

2,889

(3,131)

(5,447)

1,834

(1,860)

41,510

Amortisation of intangible assets totalled EUR 5,447 thousand and was calculated using the annual rates shown below.

Industrial patent rights and intellectual property rights

20%

Concessions, licences, trademarks and similar rights

3% - 33%

Other intangible assets

6% - 33%

There are no significant intangible assets with finite useful life held for sale.

The content of the main items is shown below.

Concessions, licences, trademarks and similar rights

The balance of the item mainly refers to the concession for the operation of the Ulassai wind farm of the subsidiary Sardeolica Srl, which will be fully amortised by 2035.

Goodwill and intangible assets with indefinite life

This item relates to the goodwill recognised for the subsidiary Sardeolica by Saras SpA for the purchase of Parchi Eolici Ulassai Srl (merged by incorporation into Sardeolica Srl in 2017): this goodwill is justified by the projection of future cash flows expected by the subsidiary Sardeolica Srl over a time horizon extended until the term of the concessions obtained.

In accordance with the accounting standards applied by the Group, particularly IAS 36, the goodwill in question was tested for impairment as of the date of these financial statements to verify whether the asset had undergone no impairment. The analysis showed that no impairment had taken place and – as in previous years – it was therefore unnecessary to post any write-downs. The test was performed by comparing the carrying amount of the CGU, to which the goodwill is allocated, with its recoverable amount represented by its value in use.

The impairment testing process was organised into the following phases:

Definition of cash generating units (hereinafter, CGU): Sardeolica Srl is identified as a CGU, i.e., as the smallest identifiable group of assets that generates cash flows that are largely independent of the cash flows generated by other assets or groups of assets, given that it is the only company of the Group to manage the business of electricity generation from wind power.

Allocation of goodwill to the CGU: goodwill is entirely attributable to the subsidiary Sardeolica Srl as it arose during the purchase of 30% of the share capital of the same. It is equal to EUR 20,937 thousand.

Determination of the recoverable amount of goodwill based on value in use: the recoverable value of the CGU Sardeolica Srl was determined on the basis of value in use, i.e., the present value of the nominal future cash flows expected to be generated by the CGU with a time horizon of 2035 (period of validity of the concession obtained by the Municipality of Ulassai and the Municipality of Perdasdefogu). At the end of the concession period, a terminal value equal to the net invested capital remaining at the end of the time horizon was assumed and discounted at the WACC.

Cash flows were determined based on the 2022- 2024 economic and financial projections prepared by management and subject to approval by the Board of Directors considering cash flows net of future developments.

The cash flow determination was made in view of the scenario of energy sale prices until the end of the concession, bearing in mind the impact of the legislative provisions on electricity prices from renewable sources for 2022, until the expiry of the concession, applying an expected wind speed based on the historical series, valued by applying the expected price curves drawn from important independent companies specialised in the sector, and consistent with the Business Plan.

  • The discount rate for cash flows (weighted average cost of capital - WACC) has been estimated at 4.1%, through the application of market parameters specific to the reference sector;
  • Sensitivity analysis: this specific analysis has concluded that a change within a reasonable range in the main basic assumptions (the quantity of electricity produced and the sale prices of electricity) shows recoverable amounts that are higher than the carrying amount of the goodwill in question, therefore not showing impairment losses as defined by IAS 36;
  • External indicators: finally, no events took place during the year that had an impact on the production of wind power in general or that generated by the CGU in particular, which would lead to an impairment loss.

Other intangible assets

These amount to EUR 5,399 thousand, almost unchanged compared to 31st December 2020.

Intangible assets under construction and advance payments

The item includes investments underway to purchase software licences. There are no intangible assets with a finite useful life held for disposal.

5.2.3. Right-of-use of leased assets

The Saras Group has acquired rights-of-use of third- party assets, mainly intended for the use of:

  • functional areas that are essential to the pursuit of its core business (state-owned areas adjacent to the sites of Sarroch and Arcola, areas on which the Ulassai wind farm stands, etc.), of which it was unable or did not consider it appropriate to purchase ownership;
  • properties used for executive offices;
  • capital assets and plants built and operated by industrial partners, for which the Group did not have the adequate technological know-how to allow for their development and operation.

Changes to rights-of-use of leased assets are shown in the tables below:

Historical Cost

31/12/2020

Increases

Decreases

Write-downs

Other changes

31/12/2021

Leased land and buildings

41,070

0

0

0

0

41,070

Leased plant and equipment

11,952

0

0

0

0

11,952

Other leased assets

8,239

11,261

0

0

0

19,500

Total

61,261

11,261

0

0

0

72,522

Amortisation Fund

31/12/2020

Amortisation

Use

Write-downs

Other changes

31/12/2021

Leased land and buildings provision

10,113

4,891

0

0

114

15,118

Leased plant and machinery provision

3,167

1,453

0

0

1

4,621

Other goods

5,180

3,018

0

0

0

8,198

Total

18,460

9,362

0

0

115

27,937

Net Value

31/12/2020

Increases

Decreases

Amortisation

Write-downs

Other changes

31/12/2021

Leased land and buildings

32,639

0

0

(4,891)

0

(1,796)

25,952

Leased plant and equipment

8,785

0

0

(1,453)

0

(1)

7,331

Other leased assets

3,060

11,261

0

(3,018)

0

(1)

11,302

Total

44,484

11,261

0

(9,362)

0

(1,798)

44,585

The balance at 31st December 2021, amounting to EUR 44,585 thousand, relates to the application of IFRS 16 - Leases. The registration essentially refers to the following types of contracts:

  • Concessions, surface rights and similar: these are mainly concessions of areas on which part of the production site of Sarroch and the oil depots of Arcola and Cartagena are located, as well as the area on which the Ulassai wind farm was built and operates;
  • Plants: these are mainly contracts stipulated by the subsidiary Sarlux with suppliers for the construction and operation of some plants within the production site of Sarroch;
  • Company car fleets: these are long-term lease contracts on company cars used both within the industrial site of Sarroch and by employees in various managerial and commercial sites;
  • Leases of buildings to be used as management and commercial premises.

The increase compared to the end of the previous year, equal to EUR 11,261 thousand, essentially refers to a new contract, stipulated by the subsidiary Sarlux Srl, related to logistic support and anti-pollution prevention services through the use of boats of third parties.

5.2.4. Equity investments

Following is a list of the equity investments held at 31st December 2021, with an indication of the main information relating to investee companies:

.

Name

Registered office

Currency

Share Capital

Percentage held by

the Group (%)

at 31-12-21

Percentage held by

the Group (%)

at 31-12-20

Percentage (%)

of Share Capital

Shareholder

%

voting rights

%

owned

Deposito di Arcola Srl

Arcola (SP)

Euro

1,000,000

100.00%

100.00%

100.00%

Saras SpA

100.00%

Subsidiary

Sartec Saras RIcerche e Tecnologie Srl

Assemini (CA)

Euro

3,600,000

100.00%

100.00%

100.00%

Saras SpA

100.00%

Subsidiary

Sarint SA and subsidiaries:

Luxembourg

Euro

50,705,314

100.00%

100.00%

100.00%

Saras SpA

100.00%

Subsidiary

Saras Energia SAU and subsidiary:

Madrid (Spain)

Euro

5,000,000

100.00%

100.00%

100.00%

Sarint SA

100.00%

Indirectly controlled

Terminal Logistica de Cartagena SLU

Cartagena (Spain)

Euro

3,000

100.00%

100.00%

100.00%

Saras Energia SA

100.00%

Indirectly controlled

Reasar SA

Luxembourg

Euro

2,225,000

100.00%

100.00%

100.00%

Sarint SA

100.00%

Indirectly controlled

Sarlux Srl

Sarroch (CA)

Euro

100,000,000

100.00%

100.00%

100.00%

Saras SpA

100.00%

Subsidiary

Sardeolica Srl

Cagliari

Euro

56,696

100.00%

100.00%

100.00%

Saras SpA

100.00%

Subsidiary

Energia Verde Srl

Cagliari

Euro

10,000

100.00%

0.00%

100.00%

Sardeolica Srl

100.00%

Indirectly controlled

Energia Alternativa

Cagliari

Euro

10,000

100.00%

0.00%

100.00%

Sardeolica Srl

100.00%

Indirectly controlled

Saras Trading SA

Geneva (Switzerland)

USD

1,000,000

100.00%

100.00%

100.00%

Saras SpA

100.00%

Subsidiary

Sardhy Green Hydrogen Srl

Sarroch (CA)

Euro

10,000

50.00%

0.00%

50.00%

Saras SpA

50.00%

Other investments

Consorzio La Spezia Utilities

La Spezia

Euro

122,143

5.00%

5.00%

5.00%

Deposito di Arcola Srl

5.00%

Other investments

Sarda Factoring

Cagliari

Euro

9,027,079

4.01%

4.01%

4.01%

Saras SpA

4.01%

Other investments

As previously mentioned, equity investments in subsidiaries are consolidated on a line-by-line basis in these financial statements.

.

5.2.4.1. Other investments

Other equity investments break down as follows:

Other investments

31/12/2021

31/12/2020

Change

Consorzio La Spezia Utilities

7

7

0

Sarda Factoring

495

495

0

Sardhy Green Hydrogen

5

0

5

Total

507

502

5

5.2.5. Deferred tax assets

The net deferred tax assets and liabilities of the Saras Group at 31st December 2021 amounted to EUR 92,821 thousand (consisting of deferred tax assets of EUR 96,555 recognised under non-current assets and deferred tax liabilities of EUR 3,734 thousand).

With regard to the above, the total balance of the Group's net position is almost entirely due to the taxes of the Italian companies and consists more or less of the following:

  • Net deferred tax assets allocated on generated tax losses in the amount of EUR 96,261 thousand;
  • Deferred tax assets set aside on the fiscal valuation of inventories for EUR 20,054 thousand;
  • Deferred tax liabilities for EUR 21,171 thousand relating to excess and prepaid depreciation.

The directors, based on the economic medium and long-term projections, have assumed that the tax assets related to previous years losses are recoverable.

The following table shows the changes in the net position of deferred tax assets and liabilities.

Figures in thousands of EUR

Total

Other

Accruals

Reversal

Total

31/12/2020

movement

31/12/2021

Deferred tax assets

Expenses deductible in future years

4,206

1,944

3,856

2,294

Write-downs of fixed assets and receivables and temporary differences in statutory-tax depreciation and amortisation

34,173

3,513

2,289

35,397

Tax losses

87,665

8,596

0

96,261

Provisions for risks and charges (taxed)

19,395

30,466

49,952

(91)

Inventory tax assessment

18,716

1,338

0

20,054

Provision for bad debts

1,202

1,233

0

2,435

Other residual items

756

22,754

18,615

4,895

Effect IAS/Consolidated (other residual items Group companies)

8,679

3,176

11,855

Effect IAS/Consolidated (straight-line revenues Sarlux IAS 17 and IFRIC 4)

7,146

7,146

0

IFRS 16 effect

14

14

Total deferred taxes

181,951

0

73,020

81,858

173,113

Deferred tax liabilities

Non-accounting amortisation and depreciation (reversal "EC")

23,293

2,121

21,171

Deferred income and taxation

9,683

9,683

Inventory tax assessment

0

0

Revaluation land

7,995

7,995

Other residual items

2,703

34,793

4,521

32,975

Effect IAS/Consolidated (other residual items Group companies)

5,773

2,039

3,734

Effect IAS/Consolidated (Fair value contract GSE - Sarlux)

8,370

8,370

0

Effect IAS/Consolidated (capitalised financial charges on IGCC plant)

1,150

1,150

Effect IAS/Consolidated (Valorisation licences wind farms - Sardeolica)

3,183

227

2,956

Effect IAS/Consolidated (homogenisation inventory valuation criteria - Saras)

1,687

1,059

628

Total deferred taxes

63,837

34,793

18,337

80,292

Total net

118,114

38,227

63,520

92,821

5.2.6. Other financial assets

At 31st December 2021, this item amounts to EUR 4,139 thousand (EUR 5,972 thousand in the previous year) and mainly relates to medium/long-term receivables.

5.3. Current liabilities
5.3.1. Short-term financial liabilities

The following table provides a breakdown of short- term financial liabilities:

SH-T Financial liabilities

31/12/2021

31/12/2020

Change

Current bond loan

199,684

0

199,684

Current bank financing

385,252

19,059

366,193

Bank c/a

163,134

456,144

(293,010)

Financial derivatives

66,769

97,327

(30,558)

Other short-term financial liabilities

113,844

38,911

74,933

Total

928,683

611,441

317,242

The item "Current bond loan" includes a bond loan, previously recorded under item "5.5.1 - Long-term financial liabilities", with a total nominal value of EUR 200 million, maturing on 28th December 2022 and a fixed coupon of 1.70% on an annual basis represented by a private placement of bonds with the Austrian multilateral trading system, Third Market, which belongs to Wiener Börse AG.

The item “Current bank loans” includes the short-term portion of bank loans granted to the Group, which are valued at amortised cost. The terms and conditions of the loans and bonds are shown in the table below (amounts in EUR million):

Values expressed in millions of EUR

Loan acquisition/

Original

Base

Contractual

Residual at

Residual at

Maturities

renegotiation

amount

rate

maturity

31/12/2020

31/12/2021

1 year

over 1 to 5 years

Saras SpA

Bond

December 2017

200

1.7% December 2022

199.3

199.7

199.7

Unicredit

February 2020

50

6M EuriborAugust 2023

49.2

50.0

50.0

Sace loan

December 2020

350

0.95% September 2024

350.0

320.8

320.8

Energia Alternativa Srl

January 2017

16

2.5% + 6M Euribor

June 2026

5.2

5.2

Total liabilities to banks for loans

598.5

575.7

570.5

5.2

During the month of December 2020 - SARAS signed a EUR 350 million loan contract with 70% of the amount assisted by SACE guarantees issued under the Italy Guarantee programme and intended to strengthen the capital structure of the Company. The loan was organised and underwritten by a pool of leading Italian financial institutions, including Banco BPM, Intesa Sanpaolo and UniCredit as Mandated Lead Arrangers and Lending Banks. Intesa Sanpaolo covers the role of Custodian Bank, Agent Bank and SACE Agent.

The transaction is part of a financial consolidation plan implemented by Saras to deal with the impact of the Covid-19 emergency, and, in line with the provisions of the "Liquidity Decree" of 9th April 2020 and the SACE regulations, is mainly aimed at supporting the Company's working capital.

The receipt by Saras Spa on 24th December 2021 of the notification of the termination of the investigations relating to the purchase of raw materials of Kurdistan origin (as better described in the specific section of this report on operations) and the possible involvement of the company as a liable party pursuant to Legislative Decree no. 231/2001, contractually determines the lender's right to request repayment of the credit lines (SACE loan, Unicredit loan and RCF loan) currently used or granted, and represents a critical issue for the granting of new lines in the authorisation process. Therefore, the SACE loan and the loan taken out with Unicredit for EUR 50 million, although contractually of medium-term duration, have been classified under short-term loans in application of the accounting standard IAS 1.74 which provides for this classification when a clause of a long-term loan agreement is violated, at the closing date or before the end of the financial year with the effect that the liability becomes a payable on request, as the unconditional right to defer its settlement for at least twelve months from that date ceases, even if the lender has agreed, after the closing date of the financial year, not to request payment as a result of the violation.

In order to mitigate this risk, it was necessary, at the beginning of 2022, to request a waiver from the lending banks in order to agree with the lenders to waive the contractual right to request repayment in the presence of the alleged violation, restoring the original payment deadlines in the medium and long term.

On the basis of the discussions underway and the sharing with the lawyers appointed by the banks of the actual substance of the alleged violations relevant for the purposes of the financing agreements, the Directors are confident that in the very short term they will be able to obtain the formalised waiver for the SACE loan and the RCF line (actually issued on 31st March 2021), which is also evidence of the willingness of the banks to continue to provide financial support to the Group also on the remaining short-term credit lines and to finance the principal instalments and the bond loan maturing in 2022.

It should also be noted that the financial parameters on existing loans subject to review at 31st December 2021 are complied with.

“Current bank accounts” comprises the balance of the utilised credit lines as well as the “hot money” transactions used by the Group in the course of business. The Parent Company Saras also has a Revolving Credit Facility in place for a maximum amount of EUR 305 million: the amount used at 31st December 2021 was equal to EUR 50 million.

The item “Derivative financial instruments” includes the negative fair value of derivative financial instruments held at year-end.

The following tables show the notional values and corresponding fair values of the derivatives outstanding at 31st December 2021 and 31st December 2020:

Type of Operation

31/12/2021

31/12/2020

Notional value

Fair value

Notional value

Fair value

Purchases

Sales

Pos.

Neg.

Purchases

Sales

Pos.

Neg.

Oil and crude products

(359,789)

339,677

57,652

(65,185)

(253,224)

56,890

(95,105)

Exchange rates

(512,892)

(509)

(313,206)

(1,637)

Interest rates

(400,000)

(970)

(50,000)

(586)

CO2 allowances

(105)

34,220

Total

(1,272,682)

339,677

57,652

(66,768)

(616,431)

0

91,110

(97,328)

“Other current financial liabilities” essentially include receipts related to receivables factored without recourse and without notification, received from customers and that have yet to be forwarded to factors.

Long-term bank loans and bonds are measured using the amortised cost method.

For further details, see the cash flow statement.

5.3.2. Trade and other payables

The table below shows a breakdown of this item:

Payables to suppliers

31/12/2021

31/12/2020

Change

Customers advances account

61,521

1,582

59,939

Payables to current suppliers

1,519,043

915,012

604,031

Total

1,580,564

916,594

663,970

“Advances from customers” relate to payments on account received from customers for the supply of oil products.

The balance of "Trade payables" essentially includes payables for crude oil supplies; the increase compared to the previous financial year is mainly due to the combined effect of greater purchases of crude oil and petroleum products made at the end of the financial year and the increase of oil prices.

5.3.3. Tax liabilities

This item breaks down as shown below:

Current tax liabilities

31/12/2021

31/12/2020

Change

Payables for VAT

20,638

15,739

4,899

IRES payables (and income tax foreign firms)

8,809

365

8,444

IRAP payables

2,505

0

2,505

Other tax payables

78,445

64,395

14,050

Total

110,397

80,499

29,898

“Other tax payables” mainly include payables for excise duties on products released for consumption by the Parent Company (EUR 55,148 thousand) and the subsidiary Saras Energia SA. (EUR 7,574 thousand).

5.3.4. Other liabilities

A breakdown of other current liabilities is shown below:

Other current liabilities

31/12/2021

31/12/2020

Change

Payables employee benefit and social security

12,306

10,395

1,911

Payables to employees

27,960

26,928

1,032

Other payables

16,037

21,162

(5,125)

Accrued liabilities

887

1,135

(248)

Deferred income

6,672

8,272

(1,600)

Total

63,862

67,892

(4,030)

The item “Payables due to personnel” includes salaries not yet paid for December, the portion of additional monthly payments accrued and performance bonuses for the achievement of business targets.

5.4. Non-current liabilities
5.4.1. Long-term financial liabilities

This item breaks down as shown below:

Long-term financial liabilities

31/12/2021

31/12/2020

Change

Non-current bond loan

0

199,344

(199,344)

Non-current bank loans

5,244

399,236

(393,992)

Other long-term financial liabilities

46,601

53,484

(6,883)

Total

51,845

652,064

(600,219)

The item includes the medium/long-term portions of bank loans taken out by the parent company Energia Alternativa Srl.

The bond loan recorded in this item in the previous year was restated under the item “short-term financial liabilities” as it matures at the end of the 2022 financial year.

As regards non-current bank loans, please refer to what has already been described in paragraph 5.3.1.

The item “Other long-term financial liabilities” mainly includes the financial debt relating to contracts recognised in compliance with the provisions of IFRS 16.

5.4.2. Provisions for risks and charges

Provisions for risks and charges break down as follows:

Provisions for risks and charges

31/12/2019

Provisions

Use

Other

31/12/2020

changes

Plant dismantling fund

19,038

0

0

0

19,038

Charges for CO2 quotas fund

148,711

120,114

(53,856)

(35,931)

179,038

Other prov. for risks and charges

26,529

23,326

(3,766)

0

46,089

Total

194,278

143,440

(57,622)

(35,931)

244,165

Provisions for risks and charges

31/12/2020

Provisions

Use

Other

changes

31/12/2021

Plant dismantling fund

19,038

0

0

0

19,038

Charges for CO2 quotas fund

179,038

133,307

(179,038)

0

133,307

Other prov. for risks and charges

46,089

1,645

(40,361)

0

7,373

Total

244,165

134,952

(195,565)

0

159,718

The provisions for decommissioning plants relate to the future costs of decommissioning plants and machinery, which are accounted for wherever there is a legal and implicit obligation to be met in this regard.

The provision for CO2 allowances (EUR 133,307 thousand) was accrued pursuant to Legislative Decree no. 216 of 4th April 2006, which introduced limits on CO2 emissions from plants. If these limits are exceeded, allowances covering the excess amount of CO2 must be purchased on the appropriate market. The use that occurred in the period is due to the purchase of quotas for the fulfilment of the 2020 obligation equal to 179,038 thousand euro. The provision relates to the portion of allowances, necessary to meet the obligation for the current year, not yet purchased at 31st December 2021.

“Other risk provisions” mainly refer to provisions accrued in respect of probable legal and tax liabilities.

The use of tax-related provisions during the year mainly refers to:

  • the settlement of a number of Invitations to be cross-examined, notified by the Regional Directorate of Internal Revenue, and concerning the verification of the correct tax treatment for the period 2016- 2017 of ACE facilitation;
  • the write-off of credits for the recognition of white certificates (TEE) made during the year using the specific provision already set aside in previous years.
5.4.3. Provisions for employee benefits

The balance breaks down as follows:

Provisions for employee benefits

31/12/2021

31/12/2020

Change

Post-employment benefits

6,883

8,901

(2,018)

Total

6,883

8,901

(2,018)

Post-employment benefits are governed by Article 2120 of the Italian Civil Code and reflect the estimated amount that the company will be required to pay employees when they leave their employment. The liability accrued at 31st December 2006 was determined using actuarial methods, in compliance with IAS 19. The impact of actuarial evaluation are shown in the Comprehensive Income.

The following table shows the changes in “Post- employment benefits”:

31/12/19

9,858

Provision part for defined contributions

7,533

Interest

34

actuarial (income)/charges

215

Utilisations/ Contributions to supplementary funds or INPS Treasury

(8,739)

31/12/20

8,901

Provision part for defined contributions

6,056

Interest

81

actuarial (income)/charges

613

Utilisations/ Contributions to supplementary funds or INPS Treasury

(8,768)

31/12/2021

6,883

Pursuant to IAS 19, the post-employment benefits fund was valued using the projected unit credit cost method and the following assumptions:

ECONOMIC ASSUMPTIONS

31/12/2021

31/12/2020

Increase in the cost of living:

1.50%

1.50%

Discount rate:

0.98%

0.34%

Pay increase:

2.50%

2.50%

DEMOGRAPHIC ASSUMPTIONS

Probability of death

Use of tables SIM 2002 differentiated between males and females

Probability of disability

Use of tables C.N.R. unisex

Probability of dismissal

Constant annual rate assumption used, corresponding to the company's historical values

Probability of retirement

It was assumed that the first of the retirement

Probability of payout

An annual value per year of 3% is assumed

At 31st December 2021, the discount rate used was the IBOXX Eurozone Corporates AA- (0.98%).

The actuarial calculation takes into account the changes to pensions legislation (Decree Law no. 201/2011).

Given the accounting method used (see the section entitled “Summary of accounting standards and policies” and sub-paragraph Q “Provisions for employee benefits” of these Notes), at 31st December 2021, an actuarial loss is recorded in the financial statements.

As required by IAS 19 (revised), a sensitivity analysis of the main actuarial assumptions at 31st December 2020 and 2019 for post-employment benefits are indicated:

2021Reference parameter change

-0.5%

0.5%

ANNUAL DISCOUNT RATE

7,251

6,515

Reference parameter change

-0.5%

0.5%

ANNUAL INFLATION RATE

6,645

7,102

Reference parameter change

-0.5%

0.5%

ANNUAL TURNOVER RATE

6,851

6,879

.

2020Reference parameter change

-0.5%

0.5%

ANNUAL DISCOUNT RATE

8,602

7,835

Reference parameter change

-0.5%

0.5%

ANNUAL INFLATION RATE

7,999

8,571

Reference parameter change

-0.5%

0.5%

ANNUAL TURNOVER RATE

8,276

8,275

5.4.4. Deferred tax liabilities

Deferred tax liabilities, totalling EUR 3,734 thousand, relate to the foreign subsidiaries. For more details, please see 5.2.5 “Deferred tax assets”.

5.4.5. Other non-current liabilities

The balance at 31st December 2021 was EUR 191 thousand, a decrease of EUR 189 thousand compared to the previous year.

5.5. Shareholders’ equity

Shareholders’ equity is comprised of by the following:

Total equity

31/12/2021

31/12/2020

Change

Share capital

54,630

54,630

0

Legal reserve

10,926

10,926

0

Other reserves

718,828

994,482

(275,654)

Net profit/(loss) for the year

9,334

(275,516)

284,850

Total

793,718

784,522

9,196

Share capital

At 31st December 2021, the fully subscribed and paid-up share capital of EUR 54,630 thousand was represented by 951,000,000 ordinary shares with no par value.

Legal reserve

The legal reserve, which is unchanged from the previous year-end balance, is equal to one-fifth of the share capital.

Other reserves

This item totalled EUR 718,828 thousand, with a net decrease of EUR 275,654 thousand compared to the previous year. This net decrease was the combined result of:

  • allocation of the result of the previous year (loss of EUR 275,516 thousand);
  • negative effect of the translation of foreign currency financial statements by foreign subsidiaries for EUR 751 thousand;
  • increase of EUR 613 thousand, due to the effect of IAS 19 discounting.

In accordance with IAS 1, para. 1 and 97, it is noted that no equity transactions took place with shareholders acting in their capacity as owners of the company.

Net result

The consolidated profit for the year amounted to EUR 9,334 thousand.

Dividends

On 12th May 2021, the Ordinary Shareholders' Meeting of Saras SpA, called to approve the financial statements for the year ending 31st December 2020, resolved to cover the loss for the year in full using "other reserves".

The average number of shares outstanding was 947,539,261 in 2021, which increased compared to the average number of shares outstanding in 2020 due to the award made in May 2021 of shares at the close date of the 2019/2021 Stock Grant Plan.

Saras SpA at 31st December 2021 did not hold treasury shares.

6 Notes to the Income Statement
6.1. Revenues
6.1.1. Revenues from ordinary operations

The “Revenues from ordinary operations” break down as follows:

Revenues from ordinary operations

31/12/2021

31/12/2020

Change

Revenues from sales and services

7,927,630

4,811,313

3,116,317

Sale of electricity

628,770

363,458

265,312

Other remunerations

6,544

9,216

(2,672)

Change in contract work in progress

(1,620)

888

(2,508)

Total

8,561,324

5,184,875

3,376,449

The positive change in the item "Revenues from sales and services" is largely due to the trend in the prices of oil products recorded during the year, also supported by a slight increase in sales. For a more in-depth analysis, please refer to the Report on Operations.

Revenues from the sale of electricity mainly included those related to the gasification plant (544,065 thousand euros) and those related to the sale of energy within the Internal User Networks - RIU (EUR 54,495 thousand) of the subsidiary Sarlux Srl, as well as to those related to the wind farms of the subsidiaries Sardeolica, Green Energy and Alternative Energy (EUR 30,211 thousand which also includes sales made by the newly acquired wind farms).

It must be noted that on 13th April 2021 ARERA (Autorità di Regolazione per Energia Reti e Ambiente

- Regulatory Authority for Energy, Networks and the Environment), following Resolution no. 152/2021/R/ EEL, within the framework of the Essentiality regime, has granted SARLUX Srl's application for the reinstatement of costs for the period from 21st April to 31st December 2021 for its IGCC (Integrated Gasification Combined Cycle) power plant. The economic conditions to which the IGCC plant will therefore be subjected, for the period in question, consist of two main terms. The first term includes the component of reintegration of the fixed costs strictly necessary for electricity production (thus excluding the production of hydrogen and steam); these costs are in line with the rationalisation and optimisation plans envisaged by SARLUX, providing a positive contribution to reducing the costs of the national electricity system. The QAR component is also reintegrated (depreciation and remuneration of the invested capital, as required by Resolution 111/06). The second term provides, as regards essential electricity production, the integration of variable costs compared to the amount received from the sale on the market at the zonal reference price. The main items of variable costs include the fuel of the IGCC plant, the cost of the oxygen necessary for the transformation of the aforementioned fuel into synthesis gas completely clean of all traces of sulphur or other pollutants, and the charges associated with CO2 emission quotas according to the Emissions Trading System.

It should be noted that with Resolution 630/2021, ARERA has granted the request for admission to the cost reintegration regime. The plant was therefore registered by TERNA in the list of essential plants for the electricity system for 2022.

Resolution 630/2021 lays the foundations for a continuous management of the plant with the same production levels of 2021.

Other remuneration essentially includes the revenues earned by the subsidiaries Sartec Srl and Reasar SA. in their respective business segments.

Revenues from ordinary operations are broken down by business segment and geographical area in sections

4.2 “Segment information” and 4.3 “Breakdown by geographical area” above.

6.1.2. Other income

The following table shows a breakdown of “Other income”:

Other operating revenues

31/12/2021

31/12/2020

Change

Compensation for storage of mandatory stocks

2,426

10,186

(7,760)

Sale of various materials

211

396

(185)

Contributions

1,808

1,808

0

Ship tanks hire

1,828

3,900

(2,072)

Recovery for claims and compensation

411

724

(313)

CO2 charges reimbursement

24,138

73,327

(49,189)

Other revenues

44,302

67,068

(22,766)

Total

75,124

157,409

(82,285)

The item “Repayment of CO2 charges” refers to the revenues recognised by the subsidiary Sarlux Srl following the obtainment, pursuant to Title II, point 7-bis of CIP Measure no. 6/92, of the repayment of the charges incurred as part of the application of Directive 2003/87/EC (Emissions Trading) as per AEEG's Resolution no. 77/08. The decrease compared to the previous year is mainly due to the decrease in the number of shares subject to redemption, in consideration of the fact that, as already mentioned, the IGCC plant ended the CIP6/92 period on 20th April 2021.

The decrease of this item “Other revenues” is mainly attributable to the release, during the previous period,The decrease of this item “Other revenues” is mainly attributable to the release, during the previous period,of the provision made in previous years for CO2 quotas in relation to the purchase of the business unit (North plants) from Versalis SpA following their final assignment for the period 2015-2020, against EUR 35.9 million.

6.2. Costs

The following table shows a breakdown of the main costs.

Purchases of raw materials, consumables and supplies

31/12/2021

31/12/2020

Change

Purchase of raw materials

3,888,189

1,443,330

2,444,859

Purchase of semi-finished products

148,707

127,518

21,189

Purchase of supplies and consumables

59,654

85,799

(26,145)

Increase in property, plant and equipment

(18,507)

(7,059)

(11,448)

Purchase of finished products

3,525,752

2,793,388

732,364

Change in inventories

(420,156)

302,515

(722,671)

Total

7,183,639

4,745,491

2,438,148

The costs for the purchase of raw materials increased by EUR 2,444,859 thousand compared to the same period of the previous year, due to the increase in prices; costs for the purchase of finished products increased by 732,364 thousand euro mainly due to the increase in prices offset by the lower quantities purchased. For more details, please refer to the contents of the Report on Operations.

In accordance with the provisions of the accounting standards, the Group has measured inventories at the lower of purchase or production cost and recoverable market value: this comparison showed the need to recognise inventories at a lower value of EUR 73 million.

Costs for services and sundry costs

31/12/2021

31/12/2020

Change

Costs for services

838,873

596,296

242,577

Capitalisations

(18,364)

(84,826)

66,462

Derivatives on crude oil products and CO2

41,807

(142,621)

184,428

Costs for use of third-party goods

4,754

2,919

1,835

Provisions for risks

133,440

123,244

10,196

Bad debt provision trade receivables

8,178

0

8,178

Other operating costs

24,530

25,363

(833)

Total

1,033,218

520,375

512,843

Service costs mainly comprise maintenance, rentals, transport, electricity and other utilities, as well as bank charges. The increase in the item is mainly attributable to the strong increase in the prices of utilities which have occurred above all during the second half of the year. Also included in the item “costs for services” are the purchases of CO2 quotas, equal to 156,883 thousand euro, made during the year to fulfil the obligations of Directive 2003/87/EC (Emission Trading); for more details, please refer to the Report on Operations.

The item “Capitalisations” mainly refers to the turn- around maintenance costs capitalised in the period; the decrease compared to the same period of the previous year is due to the important maintenance cycle of the shut-downs carried out during the first half of 2020.

The item “Provisions for risks and charges” mainly includes the provision for charges related to the application of Directive 2003/87/EC (Emission Trading). The increase compared to 31st December 2021 is mainly due to the increase in the value of the CO2 quotas due to the relative prices partially offset by the reduction in the number of quotas due to the purchases already made during the year.

“Other operating costs” chiefly comprise indirect taxes (municipal tax on property and air emission taxes) and membership fees.

6.2.3. Personnel costs

The breakdown of “Personnel costs” is as follows:

Personnel costs

31/12/2021

31/12/2020

Change

Salaries and wages

98,802

120,189

(21,387)

Increases in fixed assets for internal work

(4,469)

(11,578)

7,109

Social security contributions

29,104

31,144

(2,040)

Post-employment benefits

6,056

7,533

(1,477)

Other long-term costs and incentives

12,550

14,162

(1,612)

Remuneration to the Board of Directors

527

2,047

(1,520)

Total

142,570

163,497

(20,927)

The cost of labour, in consideration of the decrease in the average staff employed by the Group and the use of the Redundancy Fund which began in the last part of 2020 and continued in the current year, has decreased compared to the same period of the previous year.

6.2.4. Depreciation/amortisation and write-downs

“Amortisation, depreciation and write-downs of fixed assets” are shown below:

Depreciation/amortisation and write-downs

31/12/2021

31/12/2020

Change

Amortisation of intangible assets

5,447

37,960

(32,513)

Impairment (Reversal of impairment) of intangible assets

1,834

0

1,834

Depreciation of property, plant and equipment

181,882

170,997

10,885

Impairment (Reversal of impairment)

0

35,893

(35,893)

of property, plant and equipment

Total

189,163

244,850

(55,687)

The item “Amortisation of intangible assets” decreased by EUR 32,513 thousand compared to the same period of the previous year mainly due to the amortisation of the contract for the sale of electricity under the CIP6/92 regime of the subsidiary Sarlux.

The item “Depreciation of property, plant and equipment” increased due to the entry into operation and therefore amortisation of the investments made by the group in the previous year.

“Amortisation, depreciation and write-downs” break down as follows:

Depreciation of leased items

31/12/2021

31/12/2020

Change

Depreciation of leased property, plant and equipment

9,362

9,182

180

Total

9,362

9,182

180

This item represents the effect of the application of IFRS 16, which took place in the previous financial year.

6.3. Financial income and charges

A breakdown of financial income and charges is shown below:

Financial income

31/12/2021

31/12/2020

Change

Bank interest income

47

1,239

(1,192)

Realised differences on derivatives

2,821

10,100

(7,279)

Other income

170

0

170

Profit on exchange rates

61,179

57,262

3,917

Total

64,217

68,601

(4,384)

Financial charges

31/12/2021

31/12/2020

Change

Unrealised differences on derivatives

836

(2,123)

2,959

Realised differences on derivatives

(1,622)

(2,054)

432

Interest expenses on loans and other financial charges

(19,078)

(16,911)

(2,167)

Interest on rights of use on leases

(677)

(693)

16

Exchange rate losses

(89,964)

(60,638)

(29,326)

Total

(110,505)

(82,419)

(30,237)

The table below shows net income/charges by type:

Financial income e Financial charges

31/12/2021

31/12/2020

Change

Net interest

(19,708)

(16,365)

(3,343)

Result of derivative instruments, of which:

2,035

5,923

(3,888)

Realised

1,199

8,046

(6,847)

Fair value of open positions

836

(2,123)

2,959

Net exchange rate differences

(28,785)

(3,376)

(25,409)

Other

170

0

170

Total

(46,288)

(13,818)

(36,358)

The entire fair value of the derivatives in place at 31st December 2021 refers to the exchange rate and interest rate hedges, as well as speculative transactions.

As shown, the changes mainly refer to net exchange rate differences, as well as gains/losses on derivative financial instruments. In this regard, please note that the derivative financial instruments being considered relate to hedging transactions for which hedge accounting has not been adopted.

6.4. Income taxes

Income taxes are shown below:

Income taxes

31/12/2021

31/12/2020

Change

Current taxes

109,675

14,050

95,625

Net deferred tax liabilities (assets)

(86,801)

(93,463)

6,662

Total

22,874

(79,413)

102,287

Differences between the theoretical and effective tax rates for the two periods compared are shown below (figures in EUR million):

IRES

2021

2020

PRE-TAX RESULT [A]

32.2

(355.0)

IRES THEORETICAL TAX [A*24%] [B]

7.7

(85.2)

THEORETICAL TAX RATE [B/A*100] %

24.0%

24.0%

EFFECTIVE INCOME TAX [C]

9.5

(76.6)

EFFECTIVE TAX RATE [C/A*100] %

29.5%

21.6%

.

TAX

TAX RATE

TAX

TAX RATE

Theoretical tax

7.7

24.0%

(85.2)

24.0%

Effect of 3.5% reduction in IRES rate from 2017 on deferred taxes (Law no. 208/15)

0.0

0.00%

0.0

0.00%

Effect of concession (A.C.E.) Decree Law no. 201/2011

(1.8)

-5.44%

0.0

0.00%

Previous years' taxes for IRAP companies with negative EBIT

1.2

3.73%

10.5

-2.96%

Super amortisation allowance

(8.6)

-26.66%

(7.7)

2.18%

Tax asset recovery (Saras Energia)

0.0

0.00%

0.0

0.00%

Other permanent differences

10.9

33.88%

5.8

-1.62%

Effective taxes

9.5

29.5%

(76.7)

21.6%

.

IRES

2021

2020

DIFFERENCE BETWEEN PRODUCTION VALUE AND COSTS [A]

363.0

-305.2

IRAP THEORETICAL TAX [A*2,93%] [B]

10.6

-8.9

THEORETICAL TAX RATE [B/A*100] %

2.93%

2.93%

EFFECTIVE INCOME TAX [C]

13.3

0.5

EFFECTIVE TAX RATE [C/A*100] %

3.7%

-0.2%

.

TAX

TAX RATE

TAX

TAX RATE

Theoretical tax

10.6

2.93%

(8.9)

2.93%

IRAP effect on foreign companies with positive Production Value

(1.0)

-0.27%

(0.2)

0.05%

Effect of different regional rates on production value

(6.6)

-1.83%

(0.3)

0.10%

Non-recognition of Tax Asset

for IRAP companies with negative EBIT

11.4

3.15%

8.1

-2.66%

Other permanent differences

(1.2)

-0.33%

1.8

-0.59%

Effective taxes

13.3

3.7%

0.5

-0.2%

The theoretical tax rate for 2021 was calculated using the 2.93% ordinary rate, instead of the generally applicable 3.90%, which is currently set by the Autonomous Region of Sardinia (Regional Law no. 5/2015).

7. Other information
7.1 Main legal actions pending

The Group companies are involved in legal disputes filed by different plaintiffs for various reasons. The outcome of some of these disputes is hard to predict. Although the decisions made by the ordinary and administrative courts were contradictory with regard to the alleged violations, the company assumes that probability of any liability is normally remote or possible; where instead the liability was deemed probable, appropriate accruals were made to the provisions for risks.

The company Saras SpA is subjected to investigations in the context of criminal proceedings no. 9603/2021 RGNR mod. 21 DDAT, pending at the Cagliari District Attorney - District Anti-Mafia and Terrorism Directorate

The claim against Saras - pursuant to art. 25-octies of Legislative Decree no. 231/2001 - concerns the administrative offence deriving from the crime of "use of money, goods or benefits of unlawful origin" (pursuant to art. 648-ter of the Italian Criminal Code) alleged against some of its managers.

Specifically, according to the indictment, as resulting from the notice of conclusion of the preliminary investigations pursuant to Article 415-bis of the Italian Criminal Code notified to the company on 24.12.2021, some Group's managers allegedly committed the crimes of "ideological misrepresentation committed by a public official in public deeds" (pursuant to art. 479 of the Italian Criminal Code) and of "use of money, goods or benefits of unlawful origin" (pursuant to art. 648-ter of the Italian Criminal Code) in relation to 52 purchase transactions, in 2015 and 2016, from Petraco Oil Company LLP, of crude oil of criminal origin – because it was not certified by S.O.M.O. ("State Oil Marketing Organization"), the oil company of the Federal Government of Baghdad, and therefore they allegedly misappropriated from the Republic of Iraq – which was used in the economic and financial refining activities of Saras and on which, in any case, operations were carried out to hinder the verification of its criminal origin, consisting, inter alia, of the falsification of the relevant contractual, travel and customs documentation.

For its part, Saras is being investigated for the administrative offence referred to in article 25-octies of Legislative Decree no. 231/2001 in relation to the crime referred to in article 648-ter of the Italian Criminal Code and allegedly committed by the Group's managers because, according to the accusation, in 2015 and 2016, it failed to adopt an effective Organisation, Management and Control Model pursuant to Legislative Decree no. 231/2001 (hereinafter, the "Model 231"), given that:

  • until 12th May 2016, the latter did not specifically provide for preventive measures to combat the offence under investigation;
  • subsequently, although the 231 Model was updated, it would not have been effectively implemented.

According to the indictment, these organisational shortcomings would have made it possible for the Group's managers to carry out the individual episodes of reutilisation that are the subject of the charges, from which Saras would have gained a significant economic advantage deriving, in particular, "from the purchase of oil products of unlawful origin and destined for refining, at a much lower price, quantifiable at no less than EUR 1,124,767,082.47, compared with the market value".

On the other hand, no charges have been brought against the Company under Legislative Decree no. 231/2001 in relation to the offence of false ideology: indeed, Art. 479 of the Criminal Code did not constitute and still does not constitute a predicate offence for the administrative liability of entities under Legislative Decree no. 231/2001.

The notice of conclusion of the investigations does not contain any criminal-law charges originally brought against the managers under investigation.

As of today, there has been no formal communication of the prosecution by the Public Prosecutor. However, according to press reports, informally confirmed by the Public Prosecutor's Office, the prosecution appears to have taken place at the end of February 2022.

The company believes that the evidence acquired by the Cagliari District Attorney's Office leaves ample room to refute - first and foremost - the thesis that the marketing of crude oil by the KRG was not legitimate and, in any case, to rule out the awareness of Saras' management.

On 28th March 2022 the Company and the managers involved in the investigations have been notified with the notice that the preliminary hearing in Cagliari Court on 16th June 2022.

Saras SpA – Since it became aware of the existence of the criminal proceedings, Saras SpA has issued five press releases, in which it has made its position known to the market, refuting all the accusations (see: press releases dated 8.10.2020, 9.10.2020, 24.1.2021, 26.2.2022

and 28.03.2022 available on the Company's website).

In the light of the above-mentioned reasons and after the first analysis performed, several elements emerge that could be used to refute the hypothesis of crime. Therefore, the management consider that it is not possible to estimate and to evaluate the risk arising from the potential fiscal dispute.

As regards the subsidiary Sarlux Srl, there are ongoing disputes with the about the non-recognition of the categorisation of the IGCC plant as cogeneration and the subsequent alleged obligation to purchase "green certificates"; the companies producing electricity from non-renewable or cogeneration sources (pursuant to Legislative Decree no. 79/99 and ARERA Resolution no. 42/02) are, in fact, subject to the obligation to purchase green certificates for a certain percentage of electricity fed into the grid. Consequently, the Company did not recognise any expenses or revenue with reference to these regulations.

Furthermore, other assets (as described in note

5.1.6 – Other assets) include receivables for white certificates (TEE) related to benefits assigned for energy savings obtained through specific projects preliminarily authorised by GSE. In 2016, the latter commenced its inspections on all projects, although they had been already preliminary authorised. Upon completion of the inspections, in 2017 GSE recalculated the portion of TEE pertaining to the Company to the extent of the projects inspected. The Group initiated an administrative dispute challenging the outcome of the above inspections. Its assessment of the risk arising from the possible outcome of the dispute was reflected in the financial statements. In 2018 and 2020, the GSE partially accepted the claims put forward by the subsidiary for some projects, thus arriving at the final definition: the effects of these changes were adequately reflected in the respective financial statements.

The Parent Saras SpA and the subsidiaries Sarlux Srl and Sardeolica Srl were subject to a tax audit by the tax authorities which led, in some cases, to disputes pending before tax courts.

7.2 Earnings per share

Earnings per share (EPS) is calculated by dividing the profit (loss) for the year by the weighted average number of Saras SpA shares outstanding during the year, excluding treasury shares.

Net earnings per share are EUR +4.54 cents per share for the 2020 financial year and EUR -25.77 cents per share for the 2020 financial year. Diluted earnings per share do not vary significantly from basic earnings per share.

The average number of shares outstanding was 947,539,261 in 2020. Saras SpA at 31st December 2021 did not hold treasury shares.

7.3 Related-party transactions

The transactions carried out by Saras with related parties mainly concern the exchange of goods, the provision of services and arrangements of a financial nature.

The figures for commercial, miscellaneous and financial transactions with related parties are set out below and information is provided on the largest transactions.

The effects of transactions or positions with related parties on statement of financial position items are shown in the following summary table:

Description

Absolute value (Euro/000) and % on balance sheet item

Absolute value (Euro/000) and % on balance sheet item

31/12/2021

31/12/2020

Related party transactions involving Saras Group’s majority shareholders

Trade receivables

88

0.02%

87

0.03%

Other operating revenues

159

0.21%

199

0.13%

Cost of services and sundry costs

1,075

0.10%

517

0.10%

With regard to the above-mentioned transactions, contracts governing provision of services are settled with amounts in line with market conditions.

The effects of transactions or positions with related parties on the statement of financial position and the income statement are summarised in the table below:

Description

Absolute value (Euro/000) and % on balance sheet item

Absolute value (Euro/000) and % on balance sheet item

31/12/2021

31/12/2020

Related parties

Total

Incidence %

Related parties

Total

Incidence %

Trade receivables

88

549,527

0.02%

87

256,641

0.03%

Other operating revenues

159

74,672

0.21%

199

157,409

0.13%

Cost of services and sundry costs

1,075

1,033,218

0.10%

517

520,375

0.10%

The main cash flows with related parties are shown in the table below:

Flows with related parties

2021

2020

(Increase) Decrease in trade receivables

(1)

22

Increase (Decrease) in trade payables

0

0

Cash flow from (for) activities in the year

(1)

22

Interest received (paid)

0

0

Cash flow from (for) investment activities

0

0

(Increase)/Decrease financial payables

0

0

Cash flow from (for) financial activities

0

0

Total cash flows towards related parties

(1)

22

The effects of cash flows with related parties are shown in the table below:

Absolute value (Euro/000) and % on balance sheet item

Absolute value (Euro/000) and % on balance sheet item

31/12/2021

31/12/2020

Related parties

Total

Incidence %

Related parties

Total

Incidence %

Cash flow from (for) activities in the year

(1)

(196,495)

0.00%

22

(324,696)

-0.01%

7.4 Information pursuant to IFRS 7 and 13 Financial Instruments: Disclosures

To the extent that it is applicable to the Saras Group, the disclosure on financial instruments to be provided in financial statements and interim reports is mainly set out in IFRS 7 and 13.

IFRS 7 – Financial Instruments: Disclosures, requires entities to provide supplementary disclosures in financial statements that make it possible to evaluate:

  • the value of financial instruments with respect to the financial position and results of operations;
  • the nature and extent of the risks deriving from financial instruments to which the company is exposed during the year and at the reporting date and the way in which this is managed.

IFRS 13 – Fair Value Measurement, which is applicable from 1st January 2013, requires supplementary disclosures on fair value, some of which is also required for interim reports. In general, the standard clarifies how fair value should be calculated for the purposes of financial statements and it applies to all IFRS standards that require or permit fair value measurement or the presentation of information based on fair value.

Fair value hierarchy

Sub-paragraphs a) and b) of paragraph 93 of the standard in question require the submission of the amount of assets and liabilities measured at fair value broken down by fair value hierarchy. To this end, IFRS 13 defines a precise three-tier fair value hierarchy. The criterion used concerns the actual degree to which inputs used for the estimate can be observed. As such, the hierarchy establishes the various levels of reliability of fair value, depending on whether it is based on:

  • unadjusted quotations taken from an active market – as defined by IAS 39 – for the assets and liabilities being measured (level 1);
  • measurement techniques based on factors other than the quoted prices referred to above, which can either be observed directly (prices) or indirectly (derived from prices) on the market (level 2);
  • measurement techniques that are not based on observable market data as a reference (level 3).

Given the above, the following table shows assets and liabilities measured at fair value by the Group at 31st December 2021, broken down by fair value hierarchy:

Type of Operation

31/12/2021

Assets

Fair value

level 1

Fair value

level 2

Fair value

level 3

31/12/2021

Liabilities

Fair value

level 1

Fair value

level 2

Fair value

level 3

Interest rate swaps

12,097

12,097

(878)

(878)

Derivatives on commodities

45,555

45,555

(65,382)

(65,382)

Exchange rate derivatives

(509)

(509)

Derivatives on C02] allowances

0

(105)

0

Total

57,652

45,555

12,097

0

(66,874)

(65,382)

(1,387)

0

The Group’s criterion specifies that the transfer of financial assets and liabilities measured at fair value from one hierarchy to another is recognised on the date that the event that causes the transfer takes place.

Pursuant to sub-paragraph c) of paragraph 93, there were no reclassifications among the various levels of the fair value hierarchy during the year.

Measurement techniques

As shown in the table in the section above, financial instruments measured at fair value by the Saras Group largely consist of derivatives entered into by the Parent Company and the subsidiaries Sarlux Srl and Saras Trading to hedge the currency and interest rate risks and the fluctuating price of oil and crude products and CO2 emission allowances.

Specifically, the fair value measurement of these instruments is carried out:

  • for interest and exchange rate derivatives, based on regular official statements received from counterparties (financial intermediaries) with which the instruments were created;
  • for commodity-based derivatives and CO2 quotas, based on the account statements of open positions that are periodically received from the clearing broker through which these instruments are agreed.

For all types of derivatives described above, the fair value measurements received from the counterparties in open positions are verified by comparing them to the fair value measurement carried out within the Group for the same positions. These internal measurements are carried out using reference parameters observable on markets (spot and forward interest rates, exchange rates and crude oil and oil product prices available in active regulated markets).

The valuation does not consider the counterparty risk as the effect is not significant considering the existing security deposits.

The Saras Group has no financial assets or liabilities that are measured at fair value level 3 pursuant to IFRS 13.

The standard applies to all entities and all types of financial instrument, except for shareholdings in subsidiaries, associates and joint ventures accounted for in accordance with IAS 27, 28 or 31, employers’ rights and obligations arising from employee benefit schemes (IAS 19), contracts relating to business combinations (IFRS 3), insurance contracts (IFRS 4) and financial instruments, contracts and obligations relating to share- based payments (IFRS 2).

7.4.1 Information on the Statement of Financial Position

With reference to the Statement of Financial Position, Sections 8 - 19 of the standard in question state that the carrying value of all financial instruments belonging to the categories set out in IFRS 9 must be provided, as well as detailed information where the Group has opted to record financial assets or liabilities at fair value through profit and loss, or where it has restated financial assets or derecognised them from the accounts. The statement of financial position of the Saras Group at 31st December 2021 and 31st December 2020 is shown below, with details of the Group’s financial instruments:

31/12/2021

Accounting value of financial derivatives categories, defined according to IFRS 9

ASSETS

FVTPL

Amortised

cost

FVOCI

(debt securities)

Other

Financial statements

at 31/12/2021

Current financial assets

1,058,175

1,529

0

1,225,200

2,284,904

Cash and cash equivalents

366,680

366,680

Other financial assets

113,739

1,529

115,268

Titles held for the purpose of trading

Derivative instruments

113,739

Other current financial assets

1,529

Trade receivables

546,511

546,511

Inventories

1,169,172

1,169,172

Current tax assets

32,954

32,954

Other assets

31,246

23,073

54,319

Emissions Trading Credit

23,684

White certificates

0

Other

7,562

Non-current assets

4,139

0

0

1,410,551

1,414,691

Property, plant and equipment

1,227,395

1,227,395

Intangible assets

41,510

41,510

Right-of-use of leased assets

44,585

44,585

Equity investments valued using the equity method

0

Other investments

507

507

Deferred tax assets

96,555

96,555

Other financial assets

4,139

4,139

Loans

372

Sundry receivables

3,766

Non-current assets held for sale

0

0

Property, plant and equipment

0

0

Intangible assets

0

0

Total assets

0

0

0

0

3,699,595

LIABILITIES

Current liabilities

66,769

2,442,478

0

174,259

2,683,506

SH-T Financial liabilities

66,769

861,914

928,683

Bond loans

Bank loans (secured)

584,936

C/a advances

163,134

Financial payables to non-consolidated companies and other payables

113,844

Derivative instruments

66,769

Trade and other payables

1,580,564

1,580,564

Current tax liabilities

110,397

110,397

Other liabilities

63,862

63,862

Other payables

63,862

Non-current liabilities

0

52,035

0

170,335

222,371

Long-term financial liabilities

51,845

51,845

Bank loans (secured)

5,244

Bond loans

0

Financial payable IFRS 16

41,343

Other payables

5,257

Provisions for risks

159,718

159,718

Provisions for employee benefits

6,883

6,883

Deferred tax liabilities

3,734

3,734

Other liabilities

191

0

191

Other payables

191

Total liabilities

66,769

2,494,513

0

344,594

2,905,877

31/12/2020

Accounting value of financial derivatives categories, defined according to IFRS 9

ASSETS

FVTPL

Amortised

cost

FVOCI

(debt securities)

Other

Financial statements

at 31/12/2020

Current financial assets

1,073,524

1,242

0

766,285

1,841,050

Cash and cash equivalents

558,997

558,997

Other financial assets

152,435

1,242

153,677

Titles held for the purpose of trading

Derivative instruments

152,435

Other current financial assets

1,242

Trade receivables

256,641

256,641

Inventories

737,389

737,389

Current tax assets

14,289

14,289

Other assets

105,450

14,607

120,057

Emissions Trading Credit

75,231

White certificates

36,688

Other

(6,469)

Non-current assets

5,972

0

0

1,523,167

1,529,138

Property, plant and equipment

1,310,794

1,310,794

Intangible assets

47,226

47,225

Right-of-use of leased assets

42,802

42,801

Equity investments valued using the equity method

0

Other investments

502

502

Deferred tax assets

121,844

121,844

Other financial assets

5,972

5,972

Loans

2,077

Sundry receivables

3,895

Non-current assets held for sale

0

0

Property, plant and equipment

0

0

Intangible assets

0

0

Total assets

0

0

0

0

3,370,188

LIABILITIES

Current liabilities

97,327

1,430,708

0

148,391

1,676,426

SH-T Financial liabilities

97,327

514,113

611,441

Bond loans

Bank loans (secured)

19,059

C/a advances

456,144

Financial payables to non-consolidated companies and other payables

38,911

Derivative instruments

97,327

Trade and other payables

916,594

916,594

Current tax liabilities

80,499

80,499

Other liabilities

67,892

67,892

Other payables

67,892

Non-current liabilities

0

652,444

0

256,796

909,240

Long-term financial liabilities

652,064

652,064

Bank loans (secured)

399,236

Bond loans

199,344

Financial payable IFRS 16

40,329

Other payables

13,155

Provisions for risks

244,165

244,165

Provisions for employee benefits

8,901

8,901

Deferred tax liabilities

3,730

3,730

Other liabilities

380

0

380

Other payables

380

Total liabilities

97,327

2,083,152

0

405,187

2,585,666

Financial instruments measured at fair value in the income statement comprise derivatives held by the Parent Company and the subsidiaries Sarlux Srl and Saras Trading, described in paragraph 5.4.1. The derivatives relate to commodities, interest rates and foreign exchange. The first type was entered into by the Parent Company to hedge the risks inherent in the business in which it operates, which stem from changes in the price of crude and oil products (futures, options and swaps). The second type was entered into by the Parent Company and the subsidiary to hedge the interest rate risk on loans. Finally, the third type was entered into by the Parent Company to hedge the currency risk on open currency positions.

All trade receivables and most other current and non- current receivables are classed as “Loans” since they consist of non-derivative financial assets with fixed or determinable payments that are not listed on any active market. The value entered in the financial statements is close to fair value.

With regard to the remaining financial assets and liabilities that are not directly measured at fair value, their carrying amount is close to their fair value.

Other financial liabilities valued at amortised cost include all the Group’s financial liabilities and trade payables arising from the Group’s contractual obligations to deliver cash or other financial assets to another entity.

During the year, no financial assets were restated between those measured at amortised cost and those designated at fair value, nor were any financial assets transferred or derecognised, with the exception of trade receivables sold without recourse. An analysis of the contractual terms and conditions confirmed that the receivables in question could be derecognised.

All financial assets are booked on the trade date.

During the year, the company met all its obligations with respect to the scheduled repayment of loans in place at the end of the period.

7.4.2 Information on the Income Statement

Paragraph 20 of the standard in question requires companies to state the net gains or losses generated by financial assets and liabilities, broken down according to the various income statement items. This information may be provided in either the financial statements or the notes to the accounts. To avoid overloading the accounting statements with information, the Group has opted for the second alternative, as advised in the Appendix to the accounting standard itself.

The following tables therefore show details of income statement items for the current and the previous year:

31/12/2021

Net profits and losses, active and passive interests, fees and expenses generated from:

FVTPL

Amortised

cost

Other

Financial statements

at 31/12/2021

Revenues from ordinary operations

8,561,324

8,561,324

Other income

75,124

75,124

Total revenues

8,636,448

8,636,448

Purchases of raw materials, consumables and supplies

(7,183,639)

(7,183,639)

Services and other costs

(41,807)

(991,411)

(1,033,218)

Personnel costs

(142,570)

(142,570)

Depreciation/amortisation and write-downs

(198,525)

(198,525)

Total costs

(8,516,145)

(8,557,952)

Operating result

78,496

Net income (charges) from equity investments Other financial income (charges)

2,034

(48,323)

(46,288)

from Securities held for trading

- of which:

Realised differentials FV change

from interest on current accounts

from loans made to Group companies from Derivative instruments

2,034

47

47

2,034

- of which:

Realised differentials

1,199

1,199

FV change

from Other financial assets from Interest on loans

836

(19,078)

836

(19,078)

from Interest on factoring

(4,413)

(4,413)

from other credits/debts

(24,879)

(24,879)

Result before taxes

32,208

Income taxes

(22,874)

Net result

9,334

31/12/2021

Net profits and losses, active and passive interests, fees and expenses generated from:

FVTPL

Amortised

cost

Other

Financial statements

at 31/12/2021

Revenues from ordinary operations

5,184,875

5,184,875

Other income

157,409

157,409

Total revenues

5,342,284

5,342,284

Purchases of raw materials, consumables and supplies

(4,745,491)

(4,745,491)

Services and other costs

142,621

(662,997)

(520,375)

Personnel costs

(163,497)

(163,497)

Depreciation/amortisation and write-downs

(254,032)

(254,032)

Total costs

(5,826,018)

(5,683,395)

Operating result

(341,111)

Net income (charges) from equity investments

Other financial income (charges)

5,923

(19,742)

(13,819)

from Securities held for trading

- of which:

Realised differentials FV change

from interest on current accounts

1,239

1,239

from loans made to Group companies

from Derivative instruments

5,923

5,923

- of which:

Realised differentials

8,046

8,046

FV change

(2,123)

(2,122)

from Other financial assets

from Interest on loans

(16,911)

(16,911)

from Interest on factoring

(3,740)

(3,739)

from other credits/debts

(329)

(329)

Result before taxes

(354,930)

Income taxes

79,413

Net result

(275,517)

The entire fair value of the derivatives in place at 31st December 2021 refers to the exchange rate and interest rate hedges, as well as speculative transactions.

As shown, the changes mainly refer to net exchange rate differences, as well as gains/losses on derivative financial instruments. In this regard, please note that the derivative financial instruments being considered relate to hedging transactions for which hedge accounting has not been adopted.

Financial liabilities measured at amortised cost generated losses of EUR 19,078 thousand (EUR 16,911 thousand in the previous year), mainly due to interest on loans.

7.4.3 Supplementary information

7.4.3.1Accounting for derivative transactions

As stated earlier, the Parent Company enters into derivative contracts on commodities to hedge the risks arising from changes in the price of crude oil and oil products, on CO2 emission allowances, on the EUR/ USD exchange rate to hedge against the risks relating to its currency positions and on interest rates, to hedge against interest rate risk on its loans..

At 31st December 2021, outstanding derivatives contracts included derivatives on all three types of underlying assets, stated as financial instruments held for trading.

These instruments are recorded at fair value: changes in fair value, as well as differentials realised, are recorded for the part linked to the hedging of petroleum products in the income statement under revenues and costs of ordinary operations.

All other financial instruments (interest rate swaps and Forwards on exchange rates) not related to the hedging of petroleum products are recorded at fair value: changes in fair value, as well as realised differentials, are recorded in the income statement under financial income or financial expenses.

Most outstanding positions on commodities and on foreign exchange at the reporting date are expected to be closed out by the end of the first quarter of 2021, while the interest rate swaps have the same duration as the underlying loans to which they refer.

The fair value of instruments is determined on the basis of the statements that are periodically sent by the counterparties with which these instruments are stipulated.

7.4.3.2Fair value

Financial assets and liabilities, with the exception of derivatives, are recognised at amortised cost. As these assets and liabilities mainly relate to positions underlying trade agreements due to be settled in the short term, or, alternatively, are long-term in nature and subject to interest rates in line with current market rates, the amortised cost does not differ significantly from the fair value at 31st December 2019.

The bond carries a fixed rate and market values from the relevant stock market are not available. The value of the related cash flows, discounted to present value at the market rate, does not differ significantly from the value recorded in the financial statements.

In accordance with the amendment to IFRS 7 transposed in Europe by means of Regulation (EC) no. 1165 of 27th November 2009, all financial instruments booked at fair value are calculated based on valuation methods that use observable market parameters other than the prices of these instruments as their reference, except for forex and commodities futures classified under “Other current assets” or “Short-term financial liabilities”, which are valued based on prices in an active market; moreover, during the year there were no changes in valuation methods compared with the previous year.

7.4.4 Risks deriving from financial instruments

Risks deriving from financial instruments to which the Group is exposed are:

  • credit risk: i.e. the risk that the Group will incur a loss in the event that a counterparty to a financial instrument defaults;
  • liquidity risk: i.e. the risk that the Group will be unable to service payment obligations arising from the agreed maturities of its financial liabilities;
  • market risk: i.e. the risk relating to the performance of markets in which the Group operates, which incorporates foreign exchange risk, interest rate risk and the price risk of crude and oil products.

For information on risk management policies concerning the above, please refer to the relevant section of the Report on Operations.

7.4.4.1Credit risk

The company’s exposure to credit risk relates mainly to trade receivables, other current and non-current receivables, assets held for trading and cash and cash equivalents.

The information required by sections 36-38 is shown in the tables below:

media/image42.PNG

Guarantees on trade receivables are represented by sureties requested from Off-grid customers by Saras SpA and customers of Saras Energia, a credit insurance policy taken out by them covering most of the turnover, as well as letters of credit guaranteeing part of the Parent Company's receivables.

7.4.4.2Liquidity risk

The company’s exposure to liquidity risk relates mainly to trade payables and bank loans.

The company met all its obligations with respect to the scheduled repayment of loans in place at the end of the period.

The comparative quantitative disclosures required by section 39 of the relevant accounting standard are set out in the table below:

media/image43.PNGmedia/image44.PNG

7.4.4.3Market risk

As stated previously, the market risks to which the Group is exposed via its financial instruments relate to:

  • the EUR/USD exchange rate, which affects the value of cash and cash equivalents and the receivables and payables recorded at the reporting date and which determines the exchange rate gains and losses recorded under “Financial income” or “Financial charges” as well as the fair value of derivatives held at the reporting date;
  • the Euribor interest rate, to which the interest rates paid by the Group on its loans are indexed, as well as the fair value of derivative instruments held at the reporting date;
  • prices of crude oil and oil products, which affect the fair value of the derivatives in place at the reporting date.

As required by section 40 of IFRS 7, a sensitivity analysis for every type of risk to which the Group is exposed at the reporting date has been prepared, which shows the effects of these risks on the income statement and equity. The ranges used in the sensitivity analysis (exchange rate, interest rate and crude price) are in line with management’s forecasts. The results of the analysis are shown in the tables below.

EUR/USD exchange rate

With reference to the EUR/USD exchange rate, at the reporting date, the Saras Group had a significant level of financial instruments denominated in the latter currency recorded mainly under trade receivables and payables (principally relating to the Parent Company).

The Group carried out a simulation of the impact on net profit and equity, assuming a change of +/-10% in the EUR/USD exchange rate at the end of the year, , which was used to translate currency positions in the preparation of the statement of financial position.

2021

EUR/USD exchange rate

Reference parameter change

Statement of Financial Position item

Amount in currency

EUR/USD Exchange rate

Amount in (thousands of EUR)

-10%

+10%

Currency net position

Effect on result before tax

(808,683)

1.133

(515,837)

(57,315)

46,894

Effect on net result (and equity)

(39,318)

32,169

.

2020

EUR/USD exchange rate

Reference parameter change

Statement of Financial Position item

Amount in currency

EUR/USD Exchange rate

Amount in (thousands of EUR)

-10%

+10%

Currency net position

Effect on result before tax

(450,206)

1.227

(288,132)

(32,015)

26,194

Effect on net result (and equity)

(21,962)

17,969

To mitigate the effects of sensitivity to the EUR/ USD exchange rate, the Parent Company also enters into forward exchange rate contracts, which are recognised at their fair value at the reporting date. As fair value is inevitably affected by the underlying exchange rate, the Group carried out a simulation of the impact on the Group’s profit (loss) for the year and equity, assuming a change of +/-10% in the benchmark parameters.

The details and results of the simulation are shown in the tables below:

2021

Reference parameter change

Derivatives on:

Fair Value at 31/12/2021

-10%

10%

Exchange rates

509

55,486

(46,388)

509

55,486

(46,388)

Effect on result before tax

55,486

(46,388)

Effect on net result (and equity)

40,227

(33,631)

.

2020

Reference parameter change

Derivatives on:

Fair Value at 31/12/2020

-10%

10%

Exchange rates

1,637

26,732

(24,805)

1,637

26,732

(24,805)

Effect on result before tax

26,732

(24,805)

Effect on net result (and equity)

19,381

(17,984)

Interest rate

The Group has medium/long-term as well as short- term exposure to variable interest rates indexed to Euribor.

A simulation of the impact of this variable on Group net profit and consequently on equity was carried out, assuming a change of +/-50 basis points in rates and only taking into account the portion of variable-rate funding.

The analysis measures the impact in terms of greater or lower interest expense that would have accrued on floating-rate loans in 2021.

The details and results of the simulation are shown in the table below:

2021

VARIABLE INTEREST RATES

Reference parameter change

Average annual interest rate 2021

Annual interest expense

-50 bps+50 bps

Short and medium-long term financial liabilities1.18%

(19,708)

Effect on result before tax

8,351(8,351)

Effect on net profit (and equity)

6,054(6,054)

.

2020

VARIABLE INTEREST RATES

Reference parameter change

Average annual interest rate 2021

Annual interest expense

-50 bps+50 bps

Short and medium-long term financial liabilities

1.06%

(16,365)

Effect on result before tax

Effect on net profit (and equity)

In addition, the fair value of the Interest Rate Swaps (IRS) and interest rate options outstanding at the reporting date relating to the Parent Company is affected by the fluctuations in the Euribor rate: a simulation of the impact of this variable on the profit for the year and equity was carried out, assuming a change of +/-25 basis points in rates, which was considered appropriate given potential rate fluctuations (the simulation for the previous year was adjusted).

The details and results of the simulation are shown in the tables below:

2021

Reference parameter change

Derivatives on:

Fair Value at 31/12/2021

-25 bps

+25 bps

Fair value of Interest rate swaps

(970)

970

(970)

(970)

970

(970)

Effect on result before tax

970

(970)

Effect on net result (and equity)

703

(703)

2020

Reference parameter change

Derivatives on:

Fair Value at 31/12/2020

-25 bps

+25 bps

Fair value of Interest rate swaps

(586)

586

(586)

(586)

586

(586)

Effect on result before tax

586

(586)

Effect on net result (and equity)

425

(425)

Prices of crude and oil products

Oil prices affect the fair value of derivatives outstanding at the reporting date and the relevant differences recognised in the income statement: derivatives at 31st December 2021 consisted of futures, swaps and options on oil products and the fair value recorded in the statement of financial position was derived from the market prices of the relevant underlying assets at that date.

The Group therefore has carried out a simulation of the impact of this variable on net profit and consequentially, on equity, assuming a change of +/-20%.

The details and results of the simulation (comparative) are shown in the tables below:

2021

Reference parameter change

Derivatives on:

Fair Value at 31/12/2021

-20%

+20%

Crude and oil products

(7,532)

(14,862)

(6,382)

(7,532)

(14,862)

(6,382)

Effect on result before tax

(14,862)

(6,382)

Effect on net result (and equity)

(10,775)

(4,627)

2020

Reference parameter change

Derivatives on:

Fair Value at 31/12/2020

-20%

+20%

Crude and oil products

(8,488)

29,934

(3,722)

(8,488)

29,934

(3,722)

Effect on result before tax

29,934

(3,722)

Effect on net result (and equity)

21,702

(2,699)

The above analysis of the Group’s exposure to risks related to financial instruments shows that there are no significant concentrations of risk in terms of counterparty, geographical area or market; the concentration risk relating to exposure to US dollars is mitigated by the hedging policies implemented.

7.5 Average staff numbers

The average numbers of staff working at companies included in the perimeter of consolidation, divided by category, are shown below:

Average number of employees

2021

2020

Top management

51

60

White collars

1,211

1,262

Blue collars

381

394

Total

1,643

1,716

The number of the Group’s employees decreased from 1,687 at the end of 2020 to 1,572 at 31st December 2021.

7.6 Fees and remuneration of key management personnel

In 2021, key management personnel received remuneration totalling EUR 2,430 thousand. For further details, see section 7.5.1 of the Notes to the Financial Statements of Saras SpA

For information on indemnities in the event of the early termination of employment of directors and succession plans for executive directors (pursuant to Article 114, paragraph 5 of Legislative Decree no. 58 of 24th February 1998), please see the annual report on corporate governance and ownership structure pursuant to Article 123-bis of Legislative Decree no. 58 of 24th February 1998.

7.7 Commitments

At 31st December 2021 and 2020, there were no irrevocable commitments in existence for the purchase of materials or the provision of services over a period of several years.

As part of its normal activities, the Parent Company Saras issued sureties totalling EUR 266,269 thousand at 31st December 2020, mainly in favour of subsidiaries and entities, such as Customs Agencies and the Ministry of Defence.

7.8 Disclosure of external auditor’s fees

Pursuant to Art. 149-duodecies of the Consob Issuers' Regulation, the table below provides details of the fees relating to 2021 paid to the independent auditors for the provision of audit and other non-audit services and the services provided by the network companies.

Types of services

Provider

Recipient

Consideration of competence of the 2021

financial year

Audit

EY SpA

Saras SpA

534

EY SpA

Subsidiaries Italy

192

Network EY

Subsidiaries abroad

105

Net income

831

Certification services

EY SpA

Saras SpA "Non financial reporting"

35

Network EY

Subsidiaries abroad "AUP Saras Energia"

13

Totale

48

Other services

EY SpA

Saras SpA

8

Total

8

TOTAL

887

7.9 Other

For information on atypical and/or unusual transactions, please refer to the relevant section of the Report on Operations.

7.10 Subsequent events

During February 2022 the Russian-Ukrainian conflict broke out, following the invasion of Ukraina by the Russian Army. The following economic sanctions adopted by the international community to Russia have determined significant turbulence on the financial and oil markets. The Group confirms that it does not have plants or employees in Russia, in Ukraina or in countries with geopolitical links with such countries. Il also confirms to have interrupted trade relations with such countries. No significant financial restrictions deriving from the exclusion of Russian from the SWIFT circuit have affected the Group.

Regardless of that, in a market already afflicted by restrictions, the Group could not exclude the possibility that situation could worsen and therefore affect the Group’s ability to purchase oil, in a measure that it is not possible to estimate today.

On 28th March 2022 the Company and the managers involved in the investigations have been notified with the notice that the preliminary hearing in Cagliari Court on 16th June 2022.

On 30th March 2022 Sardeolica Srl received the “Autorizzazione Unica” (Authorisation) to build and operate a photovoltaic plant in Uta (Cagliari) of 80 MW.

8. Publication of the Consolidated Financial Statements

In its meeting of 14th March 2022, Saras’ Board of Directors has authorised the publication of the Financial Statements. At the same meeting, the Board vested the Chairman and the CEO with separate powers to include in the Report on Operations and/or the Notes to the Financial Statements any further detailed information deemed necessary or appropriate to provide a clearer picture of operations to shareholders.

For the Board of Directors

The Chairman

Massimo Moratti

media/image45.PNG
REPORT ON OPERATIONS OF SARAS SPA
media/image46.PNG
REPORT ON OPERATIONS OF SARAS SPA

Saras SpA is the Parent Company and operates in the Italian and international oil markets buying and selling refined oil products. This has already been analysed in detail in the Report on Operations of the Saras Group, which can be consulted for further information, as well as for a detailed analysis of the market, regulatory framework, principal events in the year, significant events after the end of the year and the business outlook.

In the 2021 financial year, the revenues of Saras SpA amounted to EUR 7,645 million, an increase of EUR 2,922 million compared to the previous financial year, essentially due to the trend in the prices of petroleum products recorded during the financial year, as well as to a slight increase in the quantities sold.

KEY PROFIT AND LOSS FIGURES

EUR million

2021

2020CHANGE

Revenue

7,645

4,7232,922

EBITDA

343

(61)404

EBIT

338

(66)404

NET RESULT

30

(65)95

EBITDA amounted to EUR 343 million, a significant increase compared to the previous year, mainly due to higher refining margins and greater quantities sold during 2021, as already commented in the Report on Operations of the Group's Consolidated Financial Statements.

It should be noted that in the financial statements in question a write-down was made of the book value of the investment in the subsidiary Sarlux Srl for EUR 188 million, aligning the same value with that of the subsidiary's shareholders' equity.

The net profit for the year of EUR 30 million is affected by the above.

The Net Financial Position of Saras SpA at 31st December 2021 was positive for EUR 115 million.

The following information is provided pursuant to Article 2428 of the Italian Civil Code:

  • intangible assets do not include research and development costs;
  • transactions with subsidiaries, associates and companies con- trolled by the latter are shown in the Notes under 7.2 “Related party transactions”;
  • during the year, there were no transactions for the purchase and sale of treasury shares.

During the year, the "Plan for the free allocation of the Company's shares to the management of the Saras Group" for the period 2019/2021 (the "2019/2021 Stock Grant Plan" or the "Plan") was cancelled, and the 2021 Stock Grant Plan was approved. This plan had the objective of recognizing to the beneficiaries, already recipients of the 2019-2021 stock grant plan, a bonus linked to the results of the industrial indicators of the previous 2019-2021 stock grant plan, achieved in the two- year period 2019-2020. By virtue of the results of the 2021 Stock Grant Plan, no. 9,220,216 Saras ordinary shares.

For information about the use of financial instruments by the company, see the following section of this report, “Risk analysis”.

The only secondary place of business of the Company is the General and Administrative Headquarters, located in Milan, Galleria Passarella, 2.

Information about remuneration and shareholdings of directors and auditors, general managers and key managers is shown in the Notes under paragraph 7.5.

Finally, for the analysis of the main litigation pending please refer to the Notes in section 7.1 “Main Legal Actions pending”, while reference is made to the relevant section of the Consolidated Financial Statements of the Saras Group for:

  • Corporate Governance;
  • Structure of the Group;
  • Atypical and/or unusual transactions;
  • Performance indicators and non-financial indicators;
  • Information about staff;
  • Information about the environment.

RISK ANALYSIS

Saras bases its risk management policy on the identification, assessment and possible mitigation with reference to the strategic, operational and financial areas. The principal risks are reported to and discussed by the Company’s top management so as to create the prerequisites for their management and also to assess the acceptable residual risk.

The management of the risks found in the company processes is based on the principle by which the operational or financial risk is managed by the person responsible for the related process, based on the indications of top management, while the control function measures and monitors the level of exposure to risk and the results of risk mitigation actions. To manage financial risks, Saras also uses derivatives, only for hedging and without using complex structures.

FINANCIAL RISKS

Exchange rate risk

The oil business is structurally exposed to fluctuations in exchange rates, because the reference prices for the procurement of crude oil and for the sale of the vast majority of refined oil products are linked to the US dollar. To reduce the exchange rate risk for transactions that will be executed in the future and the risk originating from payables and receivables expressed in currencies other than the functional currency, Saras also uses hedging derivative instruments where appropriate.

Interest rate risk

Variable rate loans expose to the risk of changes in results and cash flows due to interest. Loans at fixed interest rates expose to the risk of changes in the fair value of the loans received. The main existing loan contracts are stipulated in part at variable market rates and in part at fixed rates. Saras also uses derivative instruments to reduce the risk of variations in results and in cash flows deriving from interest.

Credit risk

The refining sector represents the Company’s reference market and it is primarily made up of multinational companies operating in the oil sector. Transactions are generally settled in a very short time and they are often guaranteed by primary lenders. Sales that take place outside of the network are of individually small amounts and are also often guaranteed or insured, with a very low risk of non-recoverability. Following the economic crisis caused by the Covid-19 emergency, the Company's credit risk profile has not changed. Please note that the Company is not directly exposed to Russian counterparties.

Liquidity risk

The Group finances its activities both through the cash flows generated by its operations and through the use of external sources of financing. It is therefore exposed to liquidity risk, consisting of the ability to find adequate lines of credit so as to meet the related contractual obligations, including compliance with covenants.

Self-financing capacity, and consequently the Group’s level of debt, is determined by the generation of cash from operations and the performance of working capital; in particular, the latter is based on levels of demand and supply of crude oil and oil products as well as the relative prices and their extreme volatility and sensitivity to external phenomena (such as economic, social and political factors).

From 2020 onwards, the spread of Covid-19 has had a significant negative impact on the oil market. Operating cash generation therefore deteriorated, affecting the Group's level of financial debt. In order to mitigate the liquidity risk, new medium/long-term credit lines were obtained, such as the EUR 350 million loan granted in December 2020 and expiring in September 2024, backed by a government guarantee for 70% of the value.

The next year will be characterised by the maturity of the bond loan of EUR 200 million subscribed in 2017, as well as the repayment of the instalments of other outstanding loans for around EUR 120 million.

Saras has already initiated discussions with a group of banks in order to obtain a new loan guaranteed at 70% by the government, in compliance with the Decree-Law no. 23 of 8th April 2020 - "Liquidity Decree" - whose term has been extended until 30th June 2022. The new loan is mainly aimed at the early repayment of the bond maturing in December 2022 and the medium-term loan of EUR 50 million maturing in August 2023. In accordance with the general conditions of the Italian Guarantee provision, the new loan will be equal to 125% of the debt subject to refinancing. The finalisation of this loan is still awaiting the issue of a specific decree by the Ministry of the Economy and Finance for authorisation of the issue of the guarantee by SACE.

The receipt by Saras Spa on 24th December 2021 of the notification of the termination of the investigations relating to the purchase of raw materials of Kurdistan origin (as better described in the specific section of this report on operations) and the possible involvement of the company as a liable party pursuant to Legislative Decree no. 231/ 2001, contractually determines the lender's right to request repayment of the credit lines (SACE loan, Unicredit loan and RCF loan) currently used or granted, and represents a critical issue for the granting of new lines in the authorisation process.

Consequently, medium and long- term bank loans were classified at 31st December 2021 among short-term loans in application of the accounting standard IAS 1.74 which provides for this classification when a clause of a long-term loan agreement is violated as at the closing date or before the end of the financial year with the effect that the liability becomes a payable on request, as the unconditional right to defer its settlement for at least twelve months from that date ceases, even if the lender has agreed, after the closing date of the financial year, not to request payment as a result of the violation. For further details, see the Notes to the Financial Statements

In order to mitigate this risk, it was necessary, at the beginning of 2022, to request a waiver from the lending banks in order to agree with the lenders to waive the contractual right to request repayment in the presence of the alleged violation, restoring the original payment deadlines in the medium and long term.

On the basis of the discussions underway and the sharing with the lawyers appointed by the banks of the actual substance of the alleged violations relevant for the purposes of the financing agreements, the Directors are confident that in the very short term they will be able to obtain the formalised waiver for the SACE loan and the RCF line (actually issued on 30th March 2022), which is also evidence of the willingness of the banks to continue to provide financial support to the Group also on the remaining short- term credit lines and to finance the principal instalments and the bond loan maturing in 2022.

It should also be noted that the financial parameters on existing loans subject to review at 31st December 2021 are complied with.

Finally, it should be noted that the level of debt could also undergo positive and negative changes due to the trend in working capital, strongly affected by the considerable volatility of the prices of oil and energy commodities caused by the Ukrainian crisis which could also affect the profitability of the core business.

OTHER RISKS

Price fluctuation risk

Saras' results are affected by the trend in oil prices and especially by the effects that this trend has on refining margins (represented by the difference between the prices of the oil products generated by the refining process and the price of the raw materials, mainly crude oil). In addition, for its production activities, Saras is required to maintain adequate inventories of crude oil and finished products and the value of these inventories is subject to the fluctuations of market prices. The risk of price fluctuation and of the related financial flows is closely linked to the very nature of the business and it can be only partly mitigated through the use of appropriate risk management policies. In order to address the risks arising from price changes and more specifically to mitigate the precise price fluctuations on the quantities.

bought and sold compared to the monthly averages, Saras also enters into hedging contracts on commodities. The selling price of electricity sold by our subsidiaries Sarlux and Sardeolica is also prone to fluctuations, as are the prices of Energy Efficiency Certificates and of the CO2 emission quotas. The Russia-Ukraine crisis is leading to a shortage of crude oil on the market and thus to a liquidity crunch on the market itself, with an impact on the volatility of oil product prices.

Risk related to the procurement of crude oil

A significant portion of the crude oil refined by Saras originates from countries exposed to high political, social and macroeconomic uncertainties; changes in legislation, politics, economic stability and social unrest could have a negative impact on the commercial relationships between Saras and those countries, with potentially negative effects on the Group’s economic and financial position. In particular, the Russia-Ukraine crisis is causing increased difficulties of supplying crude oil which are added to the limitation of imports of crude oil from countries subject to restrictions and embargoes.

Risks of interruption of productionSaras' activity depends significantly on the refinery of its subsidiary Sarlux, located in Sardinia, as well as on the adjacent IGCC plant. This activity is subject to the risks of accident and of interruption due to non-scheduled plant shut- downs. Saras believes that the complexity and modularity of its systems limit the negative effects of unscheduled shutdowns and that the safety plans in place (which are continuously improved) reduce any risks of accidents to a minimum: in addition, Saras has a major programme of insurance cover in place to offset such risks. However, under certain circumstances, this programme may not be sufficient to prevent incurring costs in the event of accidents and/or interruption to production.

Climate Change Risk

The energy transition, i.e. the transition from an energy mix based on fossil fuels to one with net zero carbon emissions, represents a strategic risk for the core business of oil & gas companies. The decarbonisation initiatives implemented by the governments of many industrialised countries, in particular in the OECD area, the impetus provided by civil society and the international community, the changing consumer preferences and the growing awareness of climate change and the importance of protecting ecosystem are all factors that could, in the medium to long term, displace demand for hydrocarbons from other energy carriers. The Covid-19 pandemic of 2020 and the serious economic and social crisis that ensued have helped to accelerate this process, as governments have launched major fiscal stimulus measures with the aim of rebuilding economies on a more sustainable and low-carbon basis, allocating most of the financial resources to the renewable energy, smart mobility and electrification sectors. States can pursue the goal of decarbonisation through regulations aimed at limiting the consumption of hydrocarbons, such as the taxation of carbon dioxide (CO2) emissions. These regulations can suppress oil demand and increase the operating costs of oil & gas companies. In 2021, the cost of purchasing "emission allowances" under the European CO2 taxation system "ETS" – Emission Trading Scheme – more than doubled compared to the corresponding period a year ago, not only for the recovery of industrial activity, but also and above all for the agreement on the European law on climate which establishes the EU commitment to achieve climate neutrality by 2050 with a more ambitious intermediate emission target than the previous one (-55% of emissions of greenhouse gases by 2030 vs. 1990 baseline). In the medium to long term, these trends could lead to a structural decline in demand for hydrocarbons and an increase in operating costs and cost of capital for oil and gas companies with significant negative effects on growth prospects, operating results, cash flow and shareholder returns. Saras is implementing a long-term strategy aimed at transforming the business model in a sustainable way, in line with the energy transition path of the states and the economy.

On the other hand, the current crisis in Ukraine is focusing attention on security of supply, to which the oil refining system is making a positive contribution.

Saras has developed a road map based on five business cases:

  • the development of the production capacity of electricity from renewable sources such as wind and photovoltaic to reach 400 MW of installed power (ii) increase in production of biofuel
  • development of green hydrogen production from renewable sources
  • construction of a CO2 Carbon Capture & Storage plant in order to reduce the Group's CO2 emissions into the atmosphere.

Protection of Personal Data

Saras operates in compliance with the current regulations on data protection regarding its customers, employees, suppliers and all those with whom it comes into contact daily. In particular, on 25th May 2018 the new Regulation (EU) 679/2016 (“GDPR”) on the protection of personal data entered in force. The Saras Group launched a project aimed at implementing the new measures required by the GDPR and aligning its procedures and processes with the changes introduced by this Regulation.

Information technology and cybersecurity

Complex information systems support the various business activities and processes. Risk aspects concern the adequacy of such systems and the availability, integrity and confidentiality of data and information. In particular, some major systems may be exposed to the risk of cyberattacks. Saras has long been developing projects and applying solutions that aim to significantly reduce this type of risk, making use of consultants that are specialised on the subject and adopting the international standard IEC 62443.

Covid-19 Risk

The intensification of the economic and financial crisis unleashed by the Covid-19 crisis has resulted, starting from April 2020, in a drastic and widespread drop in demand for oil products, along with the volatility of commodity prices and in particular oil prices, with a subsequent strong contraction of refinery margins. The prolonged effects has led, for Saras and for the entire refining sector, to a reduction in profitability and an increase in short-term liquidity requirements that would be difficult to sustain if such conditions were to continue in the medium term. In addition, a situation of uncertainty remains regarding the evolution of the pandemic, even though the high vaccination rates at national, European and global level have led to an increase in consumer confidence and a recovery in oil consumption. The recovery in consumption starting from the second quarter of 2021 has not yet been reflected in an improvement in refining margins, shifting the expected recovery in profitability to the second half of 2022, and then consolidating at more significant levels between 2023 and 2024.

Provisions for risks and charges

In addition to what has been described above in relation to risk management and mitigation, in view of the current obligations, resulting from past events, which may be of a legal, contractual or regulatory nature, Saras made appropriate allocations to provisions for risks and charges included in balance sheet liabilities (see Notes).

Involvement in legal proceedings

Saras is a party in civil and administrative proceedings and in legal actions related to the normal course of its business. In addition to the provision for risks for disputes set aside in the financial statements, it is possible that in the future Saras may incur other liabilities, even significant ones due to: (i) uncertainty with respect to the final outcome of pending litigation for which its liability is currently assessed as not probable or the related estimate not reliable; (ii) the occurrence of further developments or the emergence of new evidence and information that may provide sufficient elements for a reliable estimate of the amount of the obligation; (iii) inaccuracy in the estimate of the provisions due to the complex process of determination that involves subjective judgements by management. Violations of the Code of Ethics, laws and regulations, including anti-corruption rules, by Saras, its business partners, agents or other persons acting in its name or on its behalf, may expose Saras and its employees to the risk of criminal and civil penalties that could damage the Company's reputation and shareholder value. For further details, refer to Chapter 7.1 of the Notes to the Consolidated Financial Statements.

PROPOSALS OF THE BOARD OF DIRECTORS

Dear Shareholders,

The separate financial statements at 31st December 2021 closed with a net profit of EUR 30,057,640. If you agree with the principles used to prepare the financial statements and the accounting standards and policies implemented therein, we propose that the following resolutions be passed:

The Shareholders’ Meeting

  • having regard to the separate financial statements of the Company at 31st December 2021;
  • having seen the statutory auditors’ report to the shareholders’ meeting pursuant to Article 153 of Legislative Decree no. 58/1998 (the Consolidated Law on Finance, TUF);
  • having regard to the external auditor’s report on the separate financial statements at 31st December 2021

resolves

to approve the separate financial statements of the Company for the year ended 31st December 2021 in their entirety and in the individual items, and to carry forward the profit for the year.

For the Board of Directors

The Chairman

Massimo Moratti

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SEPARATE FINANCIAL STATEMENTS OF SARAS SPA AT 31st DECEMBER 2021
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SARAS SPA – STATEMENT OF FINANCIAL POSITION AS AT 31ST DECEMBER 2021

Thousands of EUR

(1)

(2)

31/12/2021

31/12/2020

ASSETS

Current financial assets

5.1

2,604,079

1,973,874

Cash and cash equivalents

5.1.1

A

301,172

517,620

Other financial assets

5.1.2

B

682,332

611,182

of which with related parties:

639,131

551,187

Trade receivables

5.1.3

C

585,847

241,048

of which with related parties:

409,440

181,300

Inventories

5.1.4

D

990,348

585,398

Current tax assets

5.1.5

E

17,584

7,602

Other assets

5.1.6

F

26,796

11,024

of which with related parties:

4239

0

Non-current assets

5.2

533,980

725,299

Property, plant and equipment

5.2.1

H

8,591

9,511

Intangible assets

5.2.2

J

2,390

2,727

Right-of-use of leased assets

5.2.3

I

3,466

5,284

Equity investments measured at cost

5.2.3.1

L

496,412

684,713

Other investments

5.2.3.2

L

500

495

Deferred tax assets

5.2.4

X

19,577

19,191

Other financial assets

5.2.5

M

3,044

3,378

Total assets

3,138,059

2,699,173

LIABILITIES AND EQUITY

Current liabilities

5.3

2,470,723

1,462,504

SH-T Financial liabilities

5.3.1

R

861,056

640,469

of which with related parties:

55,825

417,267

Trade and other payables

5.3.2

R

1,404,987

731,957

of which with related parties:

287,600

117,311

Tax liabilities

5.3.3

X

71,091

67,011

Other liabilities

5.3.4

R

133,589

23,067

of which with related parties:

119,326

12,398

Non-current liabilities

5.4

18,398

621,245

Long-term financial liabilities

5.4.1

R

10,808

612,199

Provisions for risks and charges

5.4.2

P, Z

5,914

7,060

Provisions for employee benefits

5.4.3

Q

1,676

1,986

Deferred tax liabilities

5.4.4

0

0

Other liabilities

5.4.5

R

0

0

Total liabilities

2,489,121

2,083,749

EQUITY

5.5

N, O, W

Share capital

54,630

54,630

Legal reserve

10,926

10,926

Other reserves

553,324

615,066

Net result

30,058

(65,198)

Total equity

648,938

615,424

Total liabilities and equity

3,138,059

2,699,173

(1) Please refer to the Notes ,section 5 “Notes to the Statement of Financial Position"

(2) Please refer to the Notes, section 3.3 “Summary of accounting standards and basis of measurement”

SARAS SPA – STATEMENT OF INCOME FOR 2021

Thousands of EUR

(1)

(2)

01/01/2021

of which

01/01/2020

of which

31/12/2021

non-recurring

31/12/2020

non-recurring

Revenues from ordinary operations

6.1.1

S

7,592,114

4,658,299

of which with related parties:

823,364

534,707

Other income

6.1.2

S

53,270

65,142

of which with related parties:

37,711

40,694

Total revenues

7,645,384

0

4,723,441

0

Purchases of raw materials, consumables and supplies

6.2.1

T

(6,657,398)

(4,369,592)

of which with related parties:

(1,170,357)

(851,248)

Services and other costs

6.2.2

T, Z

(609,542)

(376,183)

of which with related parties:

(277,257)

(217,155)

Personnel costs

6.2.3

T, Q

(35,281)

(38,200)

(3,912)

Depreciation/amortisation and write-downs

6.2.4

H, J

(4,808)

(5,879)

Total costs

(7,307,029)

0

(4,789,854)

(3,912)

Operating result

338,355

0

(66,413)

(3,912)

(60,534)

Net income (charges) from equity investments

6.3

L, W

(188,301)

(15,620)

of which with related parties:

(188,301)

(15,620)

Financial income

6.4

U, Y

80,013

70,597

of which with related parties:

10,377

7,760

Financial charges

6.4

U, Y

(103,169)

(71,459)

of which with related parties:

(11)

(77)

Result before taxes

126,898

0

(82,895)

(3,912)

Income tax

6.5

X

(96,840)

17,697

939

Net result

30,058

0

(65,198)

(2,973)

SARAS SPA – STATEMENT OF COMPREHENSIVE INCOME FOR 2021

Thousands of EUR

01/01/2021

01/01/2020

31/12/2021

31/12/2020

Net result (A)

30,058

(65,198)

Items of comprehensive income that may subsequently be restated to profit or loss for the year

Items that will not be restated to profit or loss

Actuarial effect IAS 19 on employee post-employment benefits

Q, T

(142)

(53)

Other profit/(loss), net of the tax effect (B)

(142)

(53)

Consolidated net result (A + B)

29,916

(65,251)

Consolidated net result for the period attributable to:

Shareholders of the parent company

(65,251)

Third-party minority interests

0

SARAS SPA – STATEMENT OF CHANGES IN EQUITY FOR 2021

Thousands of EUR

Share Capital

Legal reserve

Other reserves

Profit (loss) for

the year

Total equity

Balance at 31/12/2019

54,630

10,926

535,736

77,503

678,795

Period 1/1/2020 - 31/12/2020

Allocation of previous year result

77,503

(77,503)

0

Dividend Distribution

0

0

Employee share plan reserve

1,880

1,880

Actuarial effect IAS 19

(53)

(53)

F.T.A. effect IFRS 9

0

Net result

(65,198)

(65,198)

Total net result

(53)

(65,198)

(65,251)

Balance at 31/12/2020

54,630

10,926

615,066

(65,198)

615,424

Period 1/1/2021 - 31/12/2021

Allocation of previous year result

(65,198)

65,198

0

Employee share plan reserve

3,598

3,598

Actuarial effect IAS 19

(142)

(142)

Net result

30,058

30,058

Total net result

(142)

30,058

29,916

Balance at 31/12/2020

54,630

10,926

553,324

30,058

648,938

SARAS SPA – STATEMENT OF CASH FLOW FOR 2021

Thousands of EUR

(1)

(2)

01/01/2021

01/01/2020

31/12/2021

31/12/2020

A - Opening cash and cash equivalents

5.1.1

A

517,620

271,637

B - Cash flow from (for) operating activities

Net result

5.5

30,058

(65,198)

Unrealised exchange rate differences on bank current accounts

(6,438)

(3,082)

Amortisation, depreciation and write-downs of assets

6.2.4

H, J

4,808

5,879

Bad debt provision

5,552

0

Net income (charges) from equity investments

6.3

L

188,301

15,620

of which with related parties:

188,301

15,620

Net change in provisions for risks

5.4.2

P, Z

(1,146)

5,364

Net change in provision for employee benefits

5.4.3

Q

(310)

(370)

Net change in deferred tax liabilities and deferred tax assets

5.2.4

X

(386)

(20,972)

Net interest

U, Y

5,308

4,034

Income tax set aside

6.5

X

97,226

50,202

Change in FV marketable financial assets and financial liabilities

9,003

38,609

Other non-monetary components

5.5

3,456

1,827

Profit (loss) of operating activities before monetary and non-monetary differences in working capital

335,433

31,913

(Increase) Decrease in trade receivables

5.1.3

C

(350,351)

85,597

of which with related parties:

(228,140)

(68,101)

(Increase) Decrease in inventories

5.1.4

D

(404,950)

273,506

(Increase) Decrease in trade and other payables

5.3.2

R

673,030

(502,224)

of which with related parties:

(170,289)

(24,020)

Change in other current assets

5.1.5 - 5.1.6

E, F

(25,754)

52,930

of which with related parties:

(4,239)

0

Change in other current liabilities

5.3.3 - 5.3.4

X, R

17,376

15,506

of which with related parties:

(106,928)

10,396

Interest received

U, Y

10,368

8,938

of which with related parties:

10,377

7,760

Interest paid

U, Y

(15,676)

(12,972)

of which with related parties:

(11)

(77)

Income taxes paid

E, X

0

(69,346)

Change in other non-current liabilities

5.4.4

R

0

0

Total (B)

239,475

(116,152)

C - Cash flow from (for) investment activities

(Net investments) in property, plant and equipment and intangible assets

5.2.1 - 5.2.2

H, I

(1,733)

(1,410)

Change in investments

5.2.3.1

L

(5)

(3,100)

(Increase)/decrease in other financial assets

5.1.2 - 5.2.5

B, M

(50,437)

(372,644)

Total (C)

(52,175)

(377,154)

D - Cash flow from (for) financing activities

Increase/(decrease) m/l-term financial payables

5.4.1

R

(285,040)

397,777

Increase / (decrease) short-term financial payables

5.3.1

R

(125,146)

338,430

of which with related parties:

(361,442)

350,116

Total (D)

(410,186)

736,207

E - Cash flows for the period (B+C+D)

(222,886)

242,901

Unrealised exchange rate differences on bank current accounts

6,438

3,082

F - Closing cash and cash equivalents

301,172

517,620

For the Board of Directors

The Chairman

Massimo Moratti

.

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NOTES TO SEPARATE FINANCIAL STATEMENTS OF SARAS SPA AT 31st DECEMBER 2021
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1 Foreword

Saras SpA (the “Parent Company”) is a company limited by shares listed on the Milan Stock Exchange. Its registered office is in Sarroch (CA), Italy, S.S. 195 “Sulcitana” Km. 19. It is jointly controlled by Massimo Moratti SApA (20.01%), Angel Capital Management SpA (10.005%) and Stella Holding SpA (10.005%), which together represent 40.02% of the share capital of Saras SpA, under the shareholders' agreement signed by these companies on 24th June 2019. The Company is established until 31st December 2056, as stated in its articles of association.

Saras SpA operates in the Italian and international oil market through the sale of refining derivatives; it also holds full interests (directly and indirectly) in companies operating:

  • in the refining of crude oil in the plant owned by its Sarlux Srl subsidiary;
  • in the sale of oil products in the retail and wholesale markets in Spain (Saras Energia SA.);

These Financial Statements for the year ended 31st December 2021 are presented in Euro, since this is the currency of the economy in which the Group operates. They consist of a Statement of Financial Position, Income Statement, Statement of Comprehensive Income, Cash Flow Statement, Statement of Changes in Shareholders’ Equity and these Notes. All amounts shown in these Notes to the Financial Statements are expressed in thousands of euro, unless otherwise stated.

Going concern

As described in the paragraph on Liquidity Risk, Saras finances its activities both through the cash flows generated by its operations and through the use of external sources of financing. It is therefore exposed to liquidity risk, consisting of the ability to find adequate lines of credit so as to meet the related contractual obligations, including compliance with covenants. 

From 2020 onwards, the spread of Covid-19 has had a significant negative impact on the oil market. Operating cash generation therefore deteriorated, affecting Saras's level of financial debt. In order to mitigate the liquidity risk, new medium/long-term credit lines were obtained, such as the EUR 350 million loan granted in December 2020 and expiring in September 2024, backed by a government guarantee for 70% of the value. Saras’s net financial position basically remained still comparing to previous year.

The next year will, however, be characterised by the maturity of the bond loan of EUR 200 million subscribed in 2017, as well as the repayment of the instalments of other outstanding loans for around EUR 120 million.

Saras has already initiated discussions with a group of banks in order to obtain a new loan guaranteed at 70% by the government, in compliance with the Decree-Law no. 23 of 8th April 2020 - "Liquidity Decree" - whose term has been extended until 30th June 2022. The new loan is mainly aimed at the repayment of the bond maturing in December 2022 and the medium-term loan of EUR 50 million maturing in August 2023. In accordance with the general conditions of the Italian Guarantee provision, the new loan will be equal to 125% of the debt subject to refinancing. The finalisation of this loan is still awaiting the issue of a specific decree by the Ministry of the Economy and Finance for authorisation of the issue of the guarantee by SACE.

On 24th December 2021 Saras received the notification of the termination of the investigations relating to the purchase of raw materials of Kurdistan origin (as better described in the specific section of the report on operations) and the possible involvement of the company as a responsible party pursuant to Legislative Decree 231/2001 constitutes an event that contractually causes Saras to forfeit the benefit of the term on all credit lines currently used or granted, and represents a critical issue for the granting of new lines in the authorisation process. 

The maturity, in the next twelve months, of the EUR 200 million bond loan and of instalments of other loans for approximately EUR 120 million, together with the right of the lenders to request the repayment of the further outstanding indebtedness and the possible critical issues for the granting of new lines during the authorisation process in relation to the alleged violation of the provisions of Legislative Decree no. 231/2001 described in paragraph 7.1, constitute elements of uncertainty in obtaining the financial resources necessary to cover the financial requirements of the next 12 months. The financial equilibrium could also be affected by the trend in working capital, strongly affected by the considerable volatility of the prices of oil and energy commodities caused by the Ukrainian crisis which could also affect the profitability of the core business. 

Waivers on the existing loans (actually obtained from the lending banks on 31st March 2022) will allow Saras not only to restore the medium- and long-term maturities of its existing loans and credit lines, but also to have its creditworthiness acknowledged in order to access the additional lines needed to cover the debt maturing in 2022.

2 Basis of preparation of the separate financial statements

The Separate Financial Statements of Saras SpA for the year ending 31st December 2021 were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission pursuant to Art. 6 of Regulation (EC) 1606/2002 of the European Parliament and of the Council of 19th July 2002 and in accordance with the measures adopted in implementation of Art. 9 of Legislative Decree no. 38 of 28th February 2005. The term IFRS is used to mean all International Financial Reporting Standards, all International Accounting Standards (IAS) and all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), previously known as the Standing Interpretations Committee (SIC), endorsed by the European Commission as of the date the draft separate financial statements were approved by its Board of Directors and set out in the relevant EU regulations published as of that date.

The financial statements have been prepared using the following criteria, in line with IAS 1, deemed suitable to provide a more complete picture of the financial position, operating results and cash flows:

  • Statement of Financial Position: assets and liabilities are divided into current and non-current items, according to liquidity;
  • Income Statement and Statement of Comprehensive Income: income statement items are presented according to their nature;
  • Cash Flow Statement: presented using the indirect method, which distinguishes between cash flows from operations, investing and financing activities;
  • Statement of changes in equity.

The accounting standards shown below have been applied consistently to all the periods reported.

These financial statements were prepared in accordance with the going concern principle, as the Directors determined that there are no financial or operating indicators, among others, signalling criticalities in the Company’s ability to meet its obligations in the foreseeable future. The risks and uncertainties related to the business, as well as the variability of external and market factors to which the Company's economic and financial performance is exposed, are described in the dedicated sections of the Report on Operations. A description of how the Company manages the risks connected to those factors, as well as financial risks, including liquidity and capital risks, is provided in the section on additional information on financial instruments and risk management policy of these Notes.

3 Accounting standards applied
3.1 Ne w ac c ounting s tandar ds, interpretations and amendments applicable from this financial year and adopted by the Company

Saras has applied for the first time certain standards or amendments that have been in force since January 1st, 2021, wthout impact on the financial statements.

Amendment to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Phase 2 – issued on August 27th, 2020 and endorsed on January 13th, 2021. The amendments Phase 2 deal with some issues that could impact the financial reporting and information with respect to interest rate, including the effect on contractual cash flows or hedging relations due to the change from an interest rate benchmark to an alternative interest rate (replacement issues).

3.2. Standards issued but not yet in force

Hereinafter is a list of new standards, amendments and interpretations that will be applied by the Company after December 31st, 2021: the Company will assess the possible impacts of the application of such standard during its first time adoption.

IFRS 17 Insurance contracts

In May 2017, the IASB published IFRS 17 Insurance Contracts (IFRS 17), a new comprehensive standard which covers recognition and measurement, presentation and disclosure for insurance contracts. Once into force, IFRS 17 will replace IFRS 4 Insurance Contracts, published in 2005. IFRS 17 applies to all types of insurance contracts (e.g. life and non-life, direct insurance and re-insurance), regardless of the nature of the entity that issues them, as well as some guarantees and financial instruments with discretionary participation features. The standard will provide for some limited exceptions. The scope of IFRS 17 is to introduce an accounting model for insurance contracts that is more useful and consistent for insurers. Contrary to the provisions of IFRS 4 which largely maintain the previous accounting policies, IFRS 17 introduces an exhaustive model for all insurance contracts, covering all significant accounting issues. The core of IFRS 17 is the general model, supplemented by:

a specific adaptation for contracts with direct participation characteristics (the variable fee approach);

a simplified approach (the premium allocation approach) mainly for short-term contracts.

IFRS 17 will be in force for financial years starting on 1st January 2021 or later and will require the presentation of the comparative balances. Early application is permitted, in which case the entity must also have adopted IFRS 9 and IFRS 15 on the date of first application of IFRS 17 or previously. The standard does not have significant effects on the financial statements.

IAS 8.30 requires disclosure for those standards that have been issued but are not yet in force; it is required for the purpose of providing known or reasonably estimable information that is relevant to enable users to assess the possible impact of the application of these standards on an entity's financial statements. Below, standards and interpretations are illustrated which, at the preparation date of the financial statements, had been issued but were not yet in force. Saras intends to adopt these standards and interpretations, if applicable, once they come into force.

Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates

The amendments introduce a definition of accounting estimates, by replacing the concept of change in accounting estimates. According with the new definition, accounting estimates are monetary items subject to uncertainty in measurement. Entities perform accounting estimates if the accounting standards require that financial statements’ items are measured in a way that involve uncertainty in measurement. The IASB clarified that a change in accounting estimates deriving from new information or new developments in not to be taken as the correction of a mistake. Furthermore, the effects of a change in inputs or in a measurement technique upon which an estimate is based are considered as changes in estimates if they do not result from mistakes done in the previous periods. A change in accounting estimates could impact the net result of the current period or it could also impact the following periods: therefore, the impact on the current period must be booked through the present income statement, whilst the impact on the future periods must be booked in the respective income statements. Such amendments will be effective, once they will be endorsed, starting from January 1st, 2023.

Amendments to IAS 1: Classification of Liabilities as Current or Non-current

In January 2020, the IASB published amendments to paragraphs 69 to 76 of IAS 1 to specify requirementsIn January 2020, the IASB published amendments to paragraphs 69 to 76 of IAS 1 to specify requirementsfor classifying liabilities as current or non-current. The amendments clarify:

  • what is meant by the right to defer settlement;
  • that the right to defer must exist at the end of the financial year;
  • classification is not affected by the likelihood that the entity will exercise its right to defer;
  • only if an embedded derivative in a convertible liability is itself a capital instrument does the liability's maturity have no impact on its classification.

The amendments will be effective for financial years beginning on or after 1st January 2023 and must be applied retrospectively. Saras is currently assessing the impact that the amendments will have on the current situation and in case it becomes necessary to renegotiate existing loan agreements as well as following the IFRS IC and IASB discussions in this regard.

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies

The Amendments have the goal to help the Entities to prepare their financial statements in respect of the choice of the accounting policies, with particular attention to the definition of the relevant accounting policies and to the related disclosures to be given. An accounting policy is significant if the users of financial statement need it to understand other information included in the financial statement. Furthermore, IFRS Practice Statement 2 has been modified by adding guidelines and examples to show the application of the “four-step materiality process”. Such amendments will be effective, once they will be endorsed, starting from January 1st, 2023.

Reference to the Conceptual Framework – Amendments to IFRS 3

In May 2020, the IASB published amendments to IFRS 3 Business Combinations - Reference to the Conceptual Framework. The amendments are intended to replace references to the Framework for the Preparation and Presentation of Financial Statements, published in 1989, with references to the Conceptual Framework for Financial Reporting published in March 2018 without a significant change to the requirements of the standard.

The Board has also added an exception to the valuation standards of IFRS 3 to avoid the risk of potential losses or gains "of the day after" arising from liabilities and contingent liabilities that would fall within the scope of IAS 37 or IFRIC 21 Levies, if contracted separately.

At the same time, the Board decided to clarify that the existing guidance in IFRS 3 for contingent assets will not be affected by the update of the references to the Framework for the Preparation and Presentation of Financial Statements. The amendments will be effective for financial years beginning on 1st January 2022 and are to be applied prospectively.

Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction

Issued on May 7th, 2021 and yet to be endorsed, the document partially amend IAS12’s requirements, by regulating if and when entities could avoid to book deferred tax liabilities or assets in certain circumstances. The goal of such amendments is to reduce differences in deferred taxes booked on leasing contracts and commissioning obligations. The amendments will be effective from January 1st, 2023; early adoption is permitted.

Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16

In May 2020, the IASB published Property, Plant and Equipment — Proceeds before Intended Use, which prohibits an entity from deducting from the cost of property, plant and equipment any amounts received from selling items produced during the period while the entity is preparing the asset for it to be used in the way the entity's management intended. Instead, an entity will recognise such sales proceeds from such products, and related costs to produce such products, in the Income Statement. The amendment will be effective for financial years beginning on or after 1st January 2022 and must be applied retrospectively to items of property, plant and equipment made available for use on or after the start date of the period preceding the period in which the entity first applies this amendment. No material effects are expected for the Company with respect to these amendments. It is also to be noted that on March 31st, 2021 Amendment to IFRS 16 – Leases: Covid- 19-Related Rent Concessions beyond June 30th 2021 was issued. The amendment is meant to modify the deadlines stated by IFRS 16 in choosing some of the options and criteria to apply the standard.

Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37

In May 2020, the IASB published amendments to IAS 37 to specify what costs should be considered by an entity when assessing whether a contract is onerous or at a loss. The amendment provides for the application of an approach called the "directly related cost approach”. Costs that relate directly to a contract for the supply of goods or services include both incremental costs as well as costs directly attributed to contractual activities. General and administrative expenses are not directly related to a contract and are excluded unless they are explicitly rechargeable to the counterparty on the basis of the contract. The amendments will be effective for financial years beginning on 1st January 2022 or later. The Company will assess the effects of such amendments in the event of contracts for which it has not yet fulfilled all its obligations at the beginning of the first financial year application.

Annual Improvements 2018-2020

IASB issued an amendment to IFRS1 – First Time Adoption, in order to give instructions in some aspects related the first adoptions of IFRS. The amendment is effective from January 1st, 2021 and early adoption is permitted.

IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time adopter As part of the 2018–2020 annual improvement process of IFRS standards, the IASB published an amendment to IFRS 1 Firsttime Adoption of International Financial Reporting Standards. This amendment allows a subsidiary that chooses to apply paragraph D16(a) of IFRS 1 to account for cumulative translation differences on the basis of the amounts accounted for by the parent company, taking into account the date of transition to IFRS by the parent company. This amendment also applies to affiliated companies or joint ventures that choose to apply paragraph D16 (a) of IFRS 1. The amendment will be effective for financial years beginning on or after 1st January 2022 and early application is permitted.

IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities

As part of the 2018–2020 annual improvement process of IFRS standards, the IASB published an amendment to IFRS 9. This amendment clarifies the fees that an entity includes in determining whether the conditions of a new or modified financial liability are substantially different from the conditions of the original financial liability. These fees include only those paid or received between the debtor and the lender, including fees paid or received by the debtor or the lender on behalf of others. An entity applies this amendment to financial liabilities that are amended or exchanged subsequent to the date of the first financial year in which the entity first applies the amendment. The amendment will be effective for financial years beginning on or after 1st January 2022 and early application is permitted. The company will apply this amendment to financial liabilities that are amended or exchanged subsequent to the date of the first financial year in which the entity first applies this amendment. No material effects are expected for the Company with respect to this amendment.

IAS 41 Agriculture – Taxation in fair value measurements As part of the 2018–2020 annual improvement process of IFRS standards, the IASB published an amendment to IAS 41 Agriculture. The amendment removes the requirements in paragraph 22 of IAS 41 relating to the exclusion of cash flows for taxes when the fair value of an asset is assessed for the purpose of IAS 41. An entity applies this amendment prospectively to the fair value measurement starting from financial years beginning on or after 1st January 2022, early application is permitted. No material effects are expected for the Company with respect to this amendment. The IASB also approved two amendments to IAS 1 and IAS 8 with reference to the disclosure of significant accounting policies and the definition of estimates and changes in accounting estimates.

3.3 Summary of accounting standards and basis of measurement

The Financial Statements have been prepared based on the cost principle, except in the specific cases described in the notes below, where fair value has been applied.

The main valuation criteria used are described below, which are unchanged compared with the previous year, except the comments made in the following paragraph "Notes to the Income Statement" concerning the classification of results from derivative instruments.

ACash and cash equivalents

Cash and cash equivalents mainly consist of cash on hand, demand deposits with banks, other short- term, highly liquid investments (convertible into cash within 90 days) and overdraft facilities; overdrafts in bank accounts are reported under current liabilities. Items listed under net cash and cash equivalents are measured at fair value and changes are reported in the income statement.

B Financial assets

Financial assets are reported at fair value, with any gains reported in the income statement under “Financial income” and “Financial charges”.

CTrade receivables

Trade receivables are measured at fair value on initial recognition. Subsequently, they are valued at amortised cost by applying the effective interest rate method. Where there is objective evidence indicating impairment (in terms of both solvency and the credit risk characteristics of individual debtors), the asset’s carrying amount is decreased to an amount equal to the discounted value of its future cash flows.

At the closing date of each balance sheet, the Company conducts an analysis of any expected losses on trade receivables measured at amortised cost and recognises or adjusts specific provisions for impairment.

The provision for the above-mentioned expected losses is based on assumptions regarding the risk of default and expected losses. To this end, management uses its professional judgement and historical experience, as well as knowledge of current market conditions and forward estimates at the end of each reporting period.

Expected Credit Loss (ECL), determined using probability of default (PD), loss in case of default (LGD) and exposure to risk in case of default (EAD), is determined as the difference between the cash flows due under the contract and the expected cash flows (including cash inflows) discounted using the original effective interest rate.

The Company essentially applies an analytical approach, on individually significant positions and in the presence of specific information on the significant increase in credit risk. For individual assessments, PD is obtained mainly from external providers such as legal advisors who are entrusted with debt collection cases.

Receivable assignments

Receivable assignments are accounted for in accordance with the method indicated by IAS 39 for the derecognition of financial assets. Consequently, all receivables assigned to the factoring company, when contractual provisions include clauses that involve maintaining significant exposure to the performance of cash flows arising from the receivables assigned, remain recognised in the financial statements.

D Inventories

Inventories are recognised at the lower of purchase or production cost and the net realisable value at the end of the financial year represented by the amount that the Company expects to obtain from their sale as part of its ordinary business activities, also considering sales made after the reporting date, or, for later periods, the expected price curves. The value of crude oil, materials and spare parts is determined by the FIFO method. The value of oil product inventories is calculated using the weighted average cost of the last quarter.

E Current tax assets

Current tax assets are booked at initial recognition in the amount that is expected to be recovered from the tax authorities, taking into account their expected realisable value. Subsequently, they are recognised at amortised cost based on the effective interest rate method.

F Other assets

Other current assets are measured at fair value on initial recognition. Subsequently they are recognised at amortised cost by applying the effective interest rate method. Where there is objective evidence indicating impairment, the asset’s carrying amount is decreased to an amount equal to the discounted value of its future cash flows. Impairment losses are recognised in the income statement. If in subsequent periods the reasons for the write-down no longer exist, the write-down is reversed up to the amount that would have resulted from the application of amortised cost had the asset not been written down.

G Derecognition of financial assets and liabilities

A financial asset (or, where applicable, part of a financial asset or part of a group of similar financial assets) is derecognised at once (e.g., removed from the statement of financial position) when:

  • the rights to receive cash flows from the asset are extinguished, or
  • the Company has transferred to a third party the right to receive cash flows from the asset or has assumed the contractual obligation to pay them in full and without delay and (a) has transferred substantially all the risks and rewards of ownership of the financial asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control over that asset.

In cases where the Company has transferred the rights to receive cash flows from an asset or entered into an agreement under which it retains the contractual rights to receive the cash flows from the financial asset, but assumes a contractual obligation to pay the cash flows to one or more beneficiaries (pass-through), it assesses whether and to what extent it has retained the risks and rewards of ownership. If it has neither transferred nor retained substantially all the risks and benefits or has not lost control over it, the asset continues to be recognised in the Company's financial statements to the extent of its residual involvement in the asset. In this case, the Company also recognises an associated liability. The transferred asset and the associated liability are valued to reflect the rights and obligations that continue to be incumbent upon the Company.

When the entity's continuing involvement is a guarantee on the transferred asset, the involvement is measured at the lower of the amount of the asset and the maximum amount of consideration received that the entity may have to repay.

A financial liability is derecognised when the obligation underlying the liability is extinguished, cancelled or fulfilled. Where an existing financial liability is replaced by another from the same lender, under substantially different conditions, or the conditions of an existing liability are substantially changed, such exchange or change is treated as a derecognition of the original liability, accompanied by the recognition of a new liability, with any differences in carrying amounts recognised in profit or loss.

H Property, plant and equipment

Property, plant and equipment are measured at purchase or production cost, less accumulated depreciation and any impairment. The cost includes all expenses incurred directly in preparing the assets for use, as well as any disposal and removal charges incurred as a result of contractual obligations. Any interest expenses relating to the construction of property, plant and equipment are capitalised until the asset is ready to be used.

Costs associated with requirements to restore or dismantle plants arising from statutory or contractual obligations are accounted for as an increase in the historical cost of the asset with an offsetting entry in the provisions for risks and future liabilities.

Maintenance and repair charges are expensed as incurred. Costs relating to the expansion, modernisation or improvement of facilities owned by Saras or used by third parties are only capitalised up to the limits within which they fulfil the conditions for separate classification as an asset or part of an asset in accordance with the component approach. Similarly, the costs of replacing the identifiable components of complex assets are recognised as assets and depreciated over their useful life; the residual value of components thus replaced is charged to the income statement.

The carrying amount of property, plant and equipment is depreciated on a straight-line basis from the time the asset is available and ready for use, in relation to its estimated useful life.

The useful life estimated by the Company, for the different categories of assets, is the following:

Buildings

18 years

Office furniture and equipment

4-8 years

Vehicles

4 years

Other goods

12 years

Leasehold improvements

The shorter of the duration of the lease and the useful life of the assets

Property, plant and equipment and their residual value are revised annually at each reporting date and adjusted accordingly.

Land is not depreciated

If an asset to be depreciated consists of separately identifiable components and the useful life of one component differs significantly from that of the others, each component of the asset is depreciated separately in accordance with the component approach.

I Leased goods

Assets held through leasing contracts or contracts granting rights to use third-party assets are recognised as Company assets at their current value or, if lower, at the current value of the minimum lease payments due. The corresponding liability to the lessor is recognised on the statement of financial position under financial liabilities. The assets are depreciated on a straight-line basis over the term of the underlying contract and the financial liability is repaid on the basis of the payments provided for in the lease or the right to use.

J Intangible assets

Intangible assets are made up of elements that are non-monetary in nature, without physical substance and clearly identifiable (i.e. distinct, able to be separated, dismantled or traded and deriving from other contractual or legal rights), controlled by the company and capable of generating future economic benefits. These elements are recognised at acquisition and/or production cost, which includes any directly attributable charges incurred in preparing the asset for use, net of accumulated amortisation and any impairment losses. Any interest expenses accrued during and in respect of the development of intangible assets are charged to the income statement. Amortisation commences from the time the asset is available for use and is charged on a straight-line basis over its estimated useful life.

Intangible assets are recorded, where required, with the approval of the Board of Statutory Auditors.

  • [I] Patent rights, concessions, licences and software (intangible assets with a finite useful life)

Intangible assets with a finite useful life are amortised systematically over their useful life, taken to be the estimated period in which the assets will be used by the company; the recoverability of the carrying amount of the assets is checked using the same method applied to “Property, plant and equipment”.

  • [II] Research and development expenses

The costs associated with the acquisition of new knowledge or discoveries, the development of alternative products or processes, new techniques or models, the design and construction of prototypes, or otherwise relating to other scientific research or technological development are treated as current costs and taken to profit or loss when incurred.

K Impairment of assets

At each reporting date, property, plant and equipment and intangible assets with a finite useful life and equity investments are tested for impairment, originating from both internal and external sources. Where such indicators exist, the recoverable amount of these assets is estimated and any impairment loss duly charged to the income statement. The recoverable amount of an asset is the greater of its fair value minus selling costs and its value in use, where the latter is the present value of the future cash flows that the asset is expected to generate. In determining value in use, future cash flows are discounted using a pre-tax discount rate that reflects current market assessments of the time value of money in relation to the period of the investment and the risks specific to the asset. The recoverable value of an asset that does not generate largely independent cash flows is determined in relation to the cash generating unit to which the asset belongs. An impairment is recognised in the income statement whenever the carrying value of an asset, or of the cash generating unit to which it is allocated, is higher than its recoverable value. When the reasons for impairment no longer exist, the impairment loss is reversed to profit or loss up to the carrying amount that the asset would have had, had it not been impaired and if it had been depreciated.

L Equity investments

Investments in subsidiaries are recorded at purchase cost and reduced for any losses according to the provisions of IAS 36.

The investments included under “Other investments” are measured at fair value, with the impact of any changes in fair value recognised through equity. Where fair value cannot be reliably determined or is insignificant, they are measured at cost less any impairment losses, in compliance with IAS 39. These costs are periodically reviewed in order to determine whether any impairment indicators exist that might indicate that their recoverable value is lower than their carrying value. When the reasons that led to a write-down in previous periods no longer exist, the write-down of the investment is reversed through the income statement.

M Other financial assets

Depending on the characteristics of the instrument and the business model adopted for its management, financial assets are classified into the following categories:

  • financial assets measured at amortised cost;
  • financial assets measured at fair value with recognition of the effects among the other components of comprehensive income (hereinafter also OCI);
  • financial assets measured at fair value with recognition of the effects in the Income Statement.

Initial recognition is at fair value; for trade receivables without a significant financial component, the initial recognition value is represented by the transaction price. Subsequent to initial recognition, financial assets that generate contractual cash flows exclusively representing capital and interest payments are measured at amortised cost if held for the purpose of collecting the contractual cash flows (hold-to-collect business model). The application of the amortised cost method results in the recognition in the income statement of interest income determined on the basis of the effective interest rate, exchange rate differences and any write-downs.

The treatment of financial assets linked to derivative instruments is shown under point “Y Derivatives”.

N Treasury shares

Treasury shares are recognised at cost and deducted from equity.

O Shareholders’ equity

[I] Share Capital

Share capital consists of subscribed and paid-up capital. Costs strictly related to the issue of new shares are deducted from equity reserves, after any deferred tax effect.

[II] Reserves

Reserves comprise equity-related reserves set aside for a specific purpose; they include retained earnings.

[III] Share-based payments by the Company to employees and management

The Company granted, until the financial year 2021, additional benefits to employees and management through the allocation of bonus shares. In accordance with IFRS 2 – (Share-based Payments), the cost of stock plans is recognised in profit or loss over the vesting period on a straight- line basis, with a balancing entry in equity. Changes in fair value after the grant date have no effect on the initial valuation.

P Provisions for risks and charges

Provisions for risks and charges are recognised only where a present obligation (legal or constructive) exists in relation to past events that is expected to result in an outflow of financial resources, the amount of which can be reasonably assessed. This amount represents the best discounted estimate of the sum that must be paid to discharge the obligation. The rate used in determining the current value of the liability reflects current market values and includes the additional effects of the specific risk associated with each liability.

Risks for which the occurrence of a liability is only possible are disclosed in the section on commitments and risks; no provision is made for such risks.

Q Provisions for employee benefits

The Company provides various types of pension plans, in keeping with the conditions and practices that are commonly applied locally in those countries in which it carries out its activities.

From 1st January 2007, the regulations governing post-employment benefits (TFR) were amended to include the option for employees to decide where these are held. Specifically, new post-employment benefits may be allocated to pension funds or held at the company (if it has fewer than 50 employees, or allocated to INPS if it has more than 50 employees). The introduction of these regulations has resulted in the following accounting changes:

  • Amounts set aside to 31st December 2006

Post-employment benefits pursuant to Article 2120 of the Italian Civil Code are treated in the same way as “defined benefit plans”; these plans are based on the working life of the employees and on the remuneration they receive over a pre-determined period of service. The liability relating to post-employment benefits is entered on the statement of financial position based on their actuarial value, since this can be quantified as a staff benefit due on the basis of a defined benefit plan. The recognition of defined benefit plans requires the estimate of the benefits accrued by the employees in exchange for the service provided using actuarial techniques. These services are then discounted in order to determine the present value of the Company’s obligations. The present value of the Company’s obligations is determined by an external consultant using the projected unit credit method. This method, which comes under the more general area of “accrued benefit methods”, considers each period of service at the company as an additional unit of entitlement: actuarial liabilities must therefore be quantified solely on the basis of years worked at the valuation date; thus, an estimate of the total liability is normally extrapolated from the number of years of service at the valuation date to account for the total number of years worked at the time the benefit is expected to be paid.

The cost accrued for the year in respect of defined benefit plans is recorded in the income statement under personnel expenses and is equivalent to the sum of the average present value of entitlements accrued by current employees and the annual interest accrued on the present value of the Company’s obligations at the beginning of the year, calculated using the discount rate for future disbursements that is used to estimate liabilities at the end of the previous year. The annual discount rate adopted for these calculations is the end-of-year market rate for zero coupon bonds with the same maturity as the average remaining duration of the liabilities.

Following application of IAS 19 revised, actuarial gains and losses relating to the change in parameters, previously reported in the income statement (personnel costs), are now recognised in the statement of comprehensive income.

  • Allocations accrued from 1st January 2007

The allocations in question are accounted for using the method adopted for defined contribution pension plans (which are not subject to actuarial valuations) as the amount relating to employees has been transferred in full outside the Company.

The corresponding liability is determined according to Article 2120 of the Italian Civil Code.

R Financial liabilities, trade and other payables and other liabilities

They are measured, on initial recognition, at fair value and subsequently at amortised cost, using the effective interest rate method. Where there is a change in the estimated future cash flows and these can be reliably estimated, the value of the payables is recalculated to reflect this change on the basis of the present value of the new estimated future cash flows and the internal rate of return originally calculated.

Sale transactions with a repurchase obligation represent a form of financing as the risks attached to ownership (mainly the risk relating to changes in fair value) remain with the Company. In this case, the assets are not derecognised, the debt for the repurchase is of a financial nature and the difference is recognised in profit and loss as a component of a financial nature.

Financial liabilities also include derivative contracts, which are discussed in the appropriate section below. Derivative contracts are measured at fair value with a balancing entry in profit or loss at each reporting date.

S Recognition of revenues

Sales revenues are recognised when the risks and benefits associated with ownership have effectively been transferred or when a service has been rendered.

The recognition of revenues from services is based on the stage of completion reached.

Revenues are recorded net of returns, discounts, allowances and premiums and of directly related taxes.

T Recognition of costs

Costs are recognised when they relate to goods and services that are sold or used during the year or by systematic allocation, or when their future usefulness cannot be determined.

U Interest income and expenses

Interest income and expenses are booked on an accruals basis.

V Conversion of items expressed in a currency other than the euro

Foreign currency transactions are translated into euros at the exchange rates ruling on the transaction date. Exchange rate gains and losses arising from the settlement of such transactions and from the translation at year-end exchange rates of monetary asset and liability items denominated in a foreign currency are recorded in the income statement.

W Dividends

[A] Dividends received

Dividends received from subsidiaries, joint ventures, affiliates and other holdings are recorded in the income statement when the right of shareholders to receive the payment has been established.

[B] Dividends distributed

The payment of dividends to Company shareholders is recognised as a liability in the statement of financial position of the year in which the distribution was approved by the company’s shareholders.

X Taxes

Current taxes are calculated based on the taxable income for the period, applying the prevailing tax rates at the reporting date.

Deferred tax liabilities are calculated on all temporary differences arising between the tax base of an asset or liability and its carrying amount, with the exception both of those relating to equity investments in subsidiaries and when the timing of the reversal of such differences is controlled by the company and it is probable that the differences will not be reversed within a reasonably foreseeable timescale.

In respect of deferred tax assets (including those relating to tax losses from previous periods) that cannot be offset against deferred tax liabilities in full, the residual portion is recognised to the extent that it is probable that taxable income will be generated in future against which they can be recovered.

Deferred tax liabilities are calculated using the tax rates that are expected to apply in the years in which temporary differences are realised or reversed.

Current and deferred taxes are recognised in the income statement, with the exception of those related to items directly deducted from or added to equity, in which case the tax effect is taken directly to equity. Current and deferred taxes are set off when income taxes are applied by the same tax authority, when there is a legal right of set-off and the intention to settle on a net basis.

Changes in tax rates due to regulatory amendments are booked in the year in which the changes are substantially enacted; the effect is recorded in the income statement or under equity, in relation to the transaction that generated the underlying deferred tax.

Other taxes not related to income, such as property taxes, are included under “Cost of services and sundry costs”.

The Parent Company allows its Italian subsidiaries to participate in the tax consolidation scheme for the purposes of calculating corporate income tax (IRES), pursuant to Articles 117-128 of the Consolidated Law on Income Tax (the “Consolidated National Tax”). As a result, a single tax base is created for the Parent Company and some Italian subsidiaries, essentially through the algebraic sum of the tax profit or loss of each participant. Participation in a particular scheme is confirmed by a communication to the tax authority made by the Parent Company indicating which subsidiaries have decided to take up this option. The option has a fixed duration of three years (except in the event of interruptions provided for by law) and the matter is governed between the two parties by a consolidation agreement. With specific reference to the transfer of tax losses, the agreements in force provide for remuneration commensurate with the ordinary IRES tax rate, equal to the portion of the loss of each subsidiary that was effectively offset by taxable income generated by other consolidated companies. Any excess losses remain allocated to the parent company and remuneration for these losses is deferred until the year that they are actually used under the national tax consolidation scheme.

Y Derivative instruments

They are classified as hedging instruments when the relationship between the derivative and the item being hedged is formally documented and the effectiveness of the hedge, verified periodically, is high. When derivatives hedge the risk of changes in the fair value of the underlying items (fair value hedges, e.g. hedging the variability of the fair value of assets/liabilities), they are recorded at fair value in the income statement; at the same time, the hedged items are adjusted to reflect the changes in fair value associated with the risk hedged.

Derivative financial instruments on commodities, in accordance with IFRS 9, are recognised at fair value with the change in the fair value of the instrument recognised in the income statement and this change is allocated to the items of operating costs to which the hedges refer.

Derivative financial instruments on commodities, realised on the basis of strategies other than the fixing of prices of crude oil and products, are entered at fair value with the recognition of economic effects in financial management items.

Derivative financial instruments on exchange rates and interest rates are recorded at fair value with the change in the fair value of the instrument recognised under financial management items in the income statement.

To determine the fair value of financial instruments listed on active markets, the bid price of the security on the relevant reporting date is used. In the absence of an active market, fair value is determined by using measurement models based largely on objective financial variables and by considering, wherever possible, the prices observed in recent transactions and the prices for comparable financial instruments.

To be noted is that most of these stipulated derivatives relate to hedging transactions not subject to “hedge accounting” rules.

Z Segment information

An operating segment is a part of an entity:

a) that undertakes commercial activities that generate revenues and costs (including revenues and costs relating to transactions with other parts of the same entity);

b) whose operating results are reviewed periodically at the highest operational decision-making level of the entity in order to adopt decisions on the resources to be allocated to the segment and the assessment of the results; and

c) for which separate accounting information is available.

A geographical segment is defined as a group of assets and transactions used for specific services in a particular geographical area.

3.4 Use of discretionary estimates and valuations

The preparation of the financial statements requires directors to apply accounting standards and methodologies that, in certain situations, are based on difficult and subjective valuations and estimates founded on past experience and assumptions that at the time are considered reasonable and realistic under the circumstances. The application of these estimates and assumptions affects the amounts reported in the financial statements, i.e., the statement of financial position, income statement, statement of comprehensive income and cash flow statement, as well as the accompanying disclosures. The actual amounts of accounting entries for which estimates and assumptions have been used may differ from those shown in the financial statements, due to the uncertainty surrounding said assumptions and the conditions upon which the estimates are based.

3.5 Most significant accounting policies requiring a greater degree of discretion

A brief description is provided below of the most significant accounting policies requiring greater discretion by the directors in the preparation of their estimates and in respect of which a change in the conditions underlying the assumptions used could have a significant effect on the restated aggregate financial information.

[I] Depreciation of non-current assets: depreciation of non-current assets is a significant cost. The cost of property, plant and equipment is depreciated on a straight-line basis over the estimated useful life of the assets concerned. The useful life of assets is determined by the directors at the time they are purchased; it is based on past experience for similar assets, market conditions and expectations as to future events that could affect their useful life, such as changes in technology. Their actual useful life could therefore differ from the estimate. The Company periodically reviews technological and sector changes, dismantling charges and the recovery amount of assets to update their residual useful lives. This periodic revision process could lead to a change in the depreciation period considered and, therefore, in the depreciation charged in future years.

[II] Recoverable amount of assets: in the presence of impairment indicators, the estimated recoverable value is derived from a complex valuation process that largely depends on external sector variables or changes in the regulatory framework. The corresponding environment is monitored continuously and sector analyses are obtained regularly. However, it may be that the effective change in the key variables is not in line with expectations.

[III] Deferred tax assets: deferred tax assets are accounted for on the basis of expected taxable income in future periods. The measurement of expected income for deferred tax recognition purposes depends on factors that may vary over time and may have a significant effect on the measurement of deferred tax assets.

[IV] Provisions for risks and impairment losses on current assets: in certain circumstances, determining whether there is a current obligation (either legal or constructive) or the recoverability of current assets is not always straightforward. The directors consider such circumstances on a case-by-case basis and at the same time estimate the amount of financial resources needed to discharge the obligation. Where the directors feel that a liability or the risk of not recovering an asset are only possible, the associated risks are disclosed in the note concerning commitments and risks and no accrual is made. Where the directors feel that a liability or the risk of not recovering an asset are only probable, a special risk provision is recorded.

[V] Recoverable amount of inventories: the estimate of the recoverable amount of inventories entails a valuation process that is highly affected by the performance of the oil product market, which is exposed to significant changes, including of a short- term nature. Therefore, the net realisable value of crude oil and finished goods at year end is estimated based on the amount that the Company expects to obtain from their sale, by observing the sales taking place after the reporting date. Consequently, this assessment is influenced by market conditions.

[VI] Estimation of the fair value of derivatives: the assessment depends on expectations regarding the trend of the market variables, including commodity prices and exchange rates, the variability and volatility of which depends on factors that are outside the sector.

The trend of market variables, in the medium-long term and in the short term, including the price and supply of crude oil and the worldwide demand of finished products with respect to the processing capacity, are capable of influencing, even significantly, the Company’s performance. This represents one of the critical assumptions for the various valuation processes, more specifically for the assessment of assets and of the recoverable value of inventories as well as the volatility of the current values of financial instruments. The underlying valuation processes, again complex, involve the expression of estimates which depend on variables that are outside the sector, which are highly volatile and which are based on assumptions that, by their nature, involve the use of a high degree of judgement on the part of Company Management. The same, for this purpose, also considers scenarios expressed by independent sector experts.

4 Information by business segment and geographical area
4.1. Introduction

La Società opera nel mercato petrolifero a livello italiano ed internazionale attraverso la vendita dei prodotti derivati dalla raffinazione; pertanto, si ritiene che la Società operi in un solo settore di attività.

4.2. Information by geographical area

The breakdown by geographical area takes into account the size of the reference market and the countries in which the registered offices of counterparties are located.

Net revenues from ordinary operations by geographical area:

Revenues from ordinary operations

31/12/2021

31/12/2020

Change

Italy

2,733,276

1,437,603

1,295,673

Spain

271,759

125,191

146,568

Other EEC countries

925,056

511,812

413,244

Non-EEC

3,490,261

2,355,710

1,134,551

USA

171,761

227,983

(56,222)

Total

7,592,114

4,658,299

2,933,815

The following table shows a breakdown of trade receivables by geographical area:

Trade receivables

31/12/2021

31/12/2020

Change

Italy

307,340

85,951

221,389

Other EEC countries

99,288

29,779

69,509

Non-EEC

189,820

127,339

62,481

USA

70

3,096

(3,026)

Bad debt provision

(10,670)

(5,117)

(5,553)

Total

585,848

241,048

344,800

The most significant changes to the statement of financial position and statement of comprehensive income compared with the previous year are illustrated below.

5 Notes to the Statement of Financial Position
5.1. Current assets
5.1.1. Cash and cash equivalents

The following table shows a breakdown of cash and cash equivalent:

Cash and cash equivalents

31/12/2021

31/12/2020

Change

Bank and postal deposits

301,149

517,595

(216,446)

Cash

23

25

(2)

Total

301,172

517,620

(216,448)

For further details on the Company’s net financial position, reference is made to the relevant section of the Report on Operations and the Statement of cash flows.

5.1.2. Other financial assets

The table below shows the breakdown of other financial assets:

Current financial assets

31/12/2021

31/12/2020

Change

Current financial derivatives

20,379

16,507

3,872

Deposits to secure derivatives

22,534

43,488

(20,954)

Other assets

639,419

551,187

88,232

Total

682,332

611,182

71,150

This item includes the positive fair values of derivatives in place at the reporting date, guarantee deposits paid to Clearing Houses and other current assets consisting of "Financial receivables from Group companies", mainly from Sarlux Srl (EUR 597,090 thousand). The latter carry interest charged at market rates and are due beyond one year.

5.1.3. Trade receivables

The breakdown of trade receivables is as follows:

Trade receivables

31/12/2021

31/12/2020

Change

Customer receivables

303,352

130,973

172,379

Group current trade receivables

282,495

110,075

172,420

Total

585,847

241,048

344,799

Trade receivables amounted to EUR 303,352 thousand, with an increase of EUR 172,379 thousand. The increase in receivables is essentially due to the sharp rise in the prices of oil products recorded in the last period of the year compared to the previous one. The item is shown net of a bad debt provision of EUR 10,670 thousand, adjusted during the year by EUR 5,552 thousand.

It also comprises the receivables from group companies, mainly the subsidiaries Saras Energia SAU (EUR 29,273 thousand) and Saras Trading SA (EUR 54,392 thousand) for the supply of oil products, and the subsidiary Sarlux Srl (EUR 194,800 thousand) for the supply of raw materials and services. For further analysis, see section 7.4, information under IFRS 7 and 13.

5.1.4. Inventories

The following table shows a breakdown of inventories and the changes that occurred in 2021:

Inventories

31/12/2021

31/12/2020

Change

Raw materials, consumables and supplies

262,061

217,897

44,164

Unfinished products and semi-finished products

122,840

76,662

46,178

Finished products and goods

605,447

290,839

314,608

Total

990,348

585,398

404,950

The increase in the value of oil inventories, in particular of finished products, is essentially due to the growing trend in prices.

In accordance with the accounting standards, the Group valued inventories at the lower of purchase or production cost and recoverable market value and from this comparison it recorded a lower value of inventories – essentially products – of EUR 63.1 million. No inventories are used as collateral for liabilities.

The item “Finished products and goods held for resale” includes around 1,151 thousand tonnes of oil products (valued at around EUR 640 million) held for group companies and certain third parties in accordance with the obligations of Legislative Decree no. 22 of 31st January 2001 (in the previous year, these stocks amounted to 1,014 thousand tonnes valued at around EUR 332 million).

5.1.5. Current tax assets

Current tax assets break down as follows:

Current tax assets

31/12/2021

31/12/2020

Change

IRES credits

16,681

74

16,607

Crediti IRAP

0

7,359

(7,359)

Other amounts due from the tax authorities

903

169

734

Total

17,584

7,602

9,9982

The increase in IRES credits is mainly due to credits for which reimbursement has been requested

5.1.6. Other assets

The balance breaks down as follows:

Other assets

31/12/2021

31/12/2020

Change

Accrued income and prepaid expenses

4,633

8,844

(4,211)

Other short-term loans

22,163

2,180

19,983

Total

26,796

11,024

15,772

Prepayments mainly relate to the prepayment for charges related to biofuel regulations.

The item “Other short-term receivables” mainly includes advances paid to suppliers of oil raw materials for future supplies, to be completed in the early months of 2022.

5.2. Non-current assets
5.2.1. Property, plant and equipment

Details of property, plant and equipment, as well as related changes, are as follows:

Historical Cost

31/12/2019

Increases

Decreases

Write-downs

Other changes

31/12/2020

Land and buildings

3,809

0

0

0

0

3,809

Industrial and commercial equipment

150

0

0

0

0

150

Other leased assets

17,036

0

0

0

138

17,174

Property, plant and equipment under construction

1,572

0

0

0

(1,572)

0

Total

22,567

0

0

0

(1,434)

21,133

Depreciation Provision

31/12/2019

Depreciation

Use

Write-downs

Other changes

31/12/2020

Land and buildings provision

1,693

264

0

0

0

1,957

Industrial and commercial equipment provision

109

17

0

0

(1)

125

Other leased assets

8,019

1,521

0

0

0

9,540

Total

9,821

1,802

0

0

(1)

11,622

Net Value

31/12/2019

Increases

Decreases

Depreciation

Write-downs

Other changes

31/12/2020

Land and buildings

2,116

0

0

(264)

0

0

1,852

Industrial and commercial equipment

42

0

0

(17)

0

0

25

Other leased assets

9,018

0

0

(1,521)

0

137

7,634

Property, plant and equipment under construction

1,572

0

0

0

0

(1,572)

0

Total

12,748

0

0

(1,802)

0

(1,435)

9,511

Historical Cost

31/12/2020

Increases

Decreases

Write-downs

Other changes

31/12/2021

Land and buildings

3,809

0

0

0

0

3,809

Industrial and commercial equipment

150

0

0

0

0

150

Other leased assets

17,174

500

0

0

(1)

17,673

Property, plant and equipment under construction

0

0

399

0

0

399

Total

21,133

500

399

0

(1)

22,031

Depreciation Provision

31/12/2020

Depreciation

Use

Write-downs

Other changes

31/12/2021

Land and buildings provision

1,957

264

0

0

0

2,221

Industrial and commercial equipment provision

125

17

0

0

0

142

Other leased assets

9,540

1,537

0

0

0

11,077

Total

11,622

1,818

0

0

0

13,440

Net Value

31/12/2020

Increases

Decreases

Depreciation

Write-downs

Other changes

31/12/2021

Land and buildings

1,852

0

0

(264)

0

0

1,588

Industrial and commercial equipment

25

0

0

(17)

0

0

8

Other leased assets

7,634

500

0

(1,537)

0

(1)

6,596

Property, plant and equipment under construction

0

0

399

0

0

0

399

Total

9,511

500

399

(1,818)

0

(1)

8,591

“Land and buildings” includes office buildings and improvements to the Milan and Rome offices.

“Other assets” mainly include furniture and electronic equipment.

“Assets under construction and payments on account” reflect the costs incurred for investments not yet deployed at 31st December 2021.

The most significant annual depreciation rates used are unchanged comparing to the previous year and are shown below:

Industrial buildings (land and buildings)

5.50%

Supplies (equipment)

25%

Electronic office equipment (other assets)

20%

Office furniture and machinery (otherassets)

12%

Vehicles (other assets)

25%

There are no property, plant and equipment held for sale

5.2.2. Intangible assets

The following table shows the changes in intangible assets:

Historical Cost

31/12/2019

Increases

Decreases

Write-downs

Other changes

31/12/2020

Industrial patent and original work rights

27,703

0

0

0

2,794

30,497

Intangible assets under construction

1,089

2,505

0

0

(2,794)

800

Total

28,792

2,505

0

0

0

31,297

Amortisation Provision

31/12/2019

Amortisation

Use

Write-downs

Other changes

31/12/2020

Industrial patent and original work rights

26,813

1,757

0

0

0

28,570

Total

26,813

1,757

0

0

0

28,570

Net Value

31/12/2019

Increases

Decreases

Amortisation

Write-downs

Other changes

31/12/2020

Industrial patent and original work rights

890

0

0

(1,757)

0

2,794

1,927

Intangible assets under construction

1,089

2,505

0

0

0

(2,794)

800

Total

1,979

2,505

0

(1,757)

0

0

2,727

Historical Cost

31/12/2020

Increases

Decreases

Write-downs

Other changes

31/12/2021

Industrial patent and original work rights

30,497

484

0

0

1

30,982

Intangible assets under construction

800

336

0

0

(1)

1,135

Total

31,297

820

0

0

0

32,117

Amortisation Provision

31/12/2020

Amortisation

Use

Write-downs

Other changes

31/12/2021

Industrial patent and original work rights

28,570

1,158

0

0

(1)

29,727

Total

28,570

1,158

0

0

(1)

29,727

Net Value

31/12/2020

Increases

Decreases

Amortisation

Write-downs

Other changes

31/12/2021

Industrial patent and original work rights

1,927

484

0

(1,158)

0

2

1,255

Intangible assets under construction

800

336

0

0

0

(1)

1,135

Total

2,727

820

0

(1,158)

0

1

2,390

Amortisation of intangible assets totalled EUR 1,158 thousand and was calculated using the annual rates shown below. The main items are unchanged comparing to the previous year and are set out in detail below.

Industrial patent rights and intellectual property rights

20%

Concessions, licences, trademarks and similar rights

5% - 33%

Other intangible assets

6% - 33%

The content of the main items is shown below.

Industrial patent and original work rights

The balance of this item mainly relates to the costs incurred to acquire software licences.

Non-current assets under construction and payments on account

The item includes investments underway to purchase software licences.

There are no intangible assets with a finite useful life held for disposal.

5.2.3 Right-of-use of leased assets

Changes to rights-of-use of leased assets are shown in the tables below:

Historical Cost

31/12/2019

Increases

Decreases

Write-downs

Other changes

31/12/2020

Leased land and buildings

7,887

0

0

0

0

7,887

Other leased assets

1,556

338

0

0

0

1,894

Total

9,443

338

0

0

0

9,781

Amortisation Fund

31/12/2019

Amortisation

Use

Write-downs

Other changes

31/12/2020

Leased land and buildings provision

1,567

0

0

0

1,682

3,249

Other leased assets

610

638

0

0

0

1,248

Total

2,177

638

0

0

1,682

4,497

Net Value

31/12/2019

Increases

Decreases

Amortisation

Write-downs

Other changes

31/12/2020

Leased land and buildings

6,321

0

0

0

0

(1,683)

4,638

Other leased assets

946

338

0

(638)

0

0

646

Total

7,267

338

0

(638)

0

(1,683)

5,284

Historical Cost

31/12/2020

Increases

Decreases

Write-downs

Other changes

31/12/2021

Leased land and buildings

7,887

0

0

0

0

7,887

Other leased assets

1,894

13

0

0

0

1,907

Total

9,781

13

0

0

0

9,794

Amortisation Fund

31/12/2020

Amortisation

Use

Write-downs

Other changes

31/12/2021

Leased land and buildings provision

3,249

1,299

0

4,548

Other leased assets

1,248

532

1,780

Total

4,497

1,831

0

0

0

6,328

Net Value

31/12/2020

Increases

Decreases

Amortisation

Write-downs

Other changes

31/12/2021

Leased land and buildings

4,638

0

0

1,299

0

0

3,339

Other leased assets

537

13

0

532

0

0

127

Total

5,175

13

0

1,831

0

0

3,466

The balance at 31st December 2021, of EUR 3,466 thousand, relates to the application of the standard IFRS 16 – Leases. The registration essentially refers to the following types of contracts:

1) Leases of buildings to be used as management and commercial premises;

2) Company car fleets: these are long-term lease contracts on company cars used by employees in various administrative and commercial sites.

5.2.4. Equity investments

5.2.4.1. Equity investments measured at cost

The table below shows the list of equity investments at 31st December 2021, indicating the main information related to subsidiaries at the same date:

media/image51.PNG

A comparison with the figures for the previous year is shown below:

31/12/2021

31/12/2020

Deposito di Arcola Srl

0

0

Sardeolica Srl

33,613

33,613

Sarint SA

0

0

Sartec Srl

11,782

11,782

Saras Trading SA

923

923

Sarlux Srl

450,094

638,395

Total

496,412

684,713

Changes in the carrying amount are as follows:

31/12/2020

Payments

Revaluations

Other changes

Impairment

31/12/2021

Deposito di Arcola Srl

0

0

0

0

0

0

Sardeolica Srl

33,613

0

0

0

0

33,613

Sarint SA

0

0

0

0

0

0

Sartec Srl

11,782

0

0

0

0

11,782

Saras Trading SA

923

0

0

0

0

923

Sarlux Srl

638,395

0

0

0

(188,301)

450,094

Total

684,713

0

0

0

(188,301)

496,412

The impairment loss recorded during the year relates to the adjustment of the investment in the subsidiary Sarlux Srl to reflect the decrease in its equity.

Should the net equity of the subsidiary be negative, a provision to reflect the effects of the future capitalisation has been set up.

None of the direct and indirect subsidiaries of Saras SpA is listed on the regulated market.

5.2.4.2Other investments

The item includes the investment, equal to 4.01% of the share capital, in the company Sarda Factoring SpA, for EUR 495 thousand and the investment, equal to 50% of the share capital, in the newly incorporated Sardhy Green Hydrogen Srl on 29th December 2021 in joint-venture with ENEL Green Power Srl.

5.2.5. Deferred tax assets

Deferred tax assets (EUR 19,577 thousand at 31st December 2021 and EUR 19,191 thousand at 31st December 2020) are shown below net of deferred tax liabilities essentially recognised on temporary differences in the tax valuation of inventories.

Figures in thousands of EUR

Deferred tax assets

Total 31/12/2020

Accruals

Reversal

Total 31/12/2021

Expenses deductible in future years

1,408

574

1,072

909

Inventory tax assessment

18,699

1,021

0

19,720

Provision for bad debts

1,032

1,233

0

2,265

Other residual items

756

12,286

756

12,286

Total deferred taxes

21,894

15,114

1,828

35,179

Deferred tax liabilities

Total 31/12/2020

Accruals

Reversal

Total 31/12/2021

Provision for bad debts

0

0

Other residual items

2,703

17,422

4,522

15,603

Total deferred taxes

2,703

17,422

4,522

15,603

Total net

19,191

(2,308)

(2,693)

19,577

All deferred tax assets\liabilities are non-current.

5.2.6 Other financial assets

At 31st December 2021, this item amounted to EUR 3,044 thousand (EUR 3,378 thousand in the previous year) and mainly relates to medium-/long-term receivables.

5.3. Current liabilities
5.3.1. Short-term financial liabilities

The following table provides a breakdown of short- term financial liabilities:

S/T Financial liabilities

31/12/2021

31/12/2020

Change

Current bond loan

199,684

0

199,684

Financial receivables from group companies

55,824

83,454

(27,630)

Current bank financing

379,035

19,059

359,976

Bank c/a

157,194

448,165

(290,971)

Financial derivatives

29,382

55,116

(25,734)

Other short-term financial liabilities

39,937

34,675

5,262

Total

861,056

640,469

220,587

The item Current bond loan refers to the short-term restatement of the loan taken out in February 2020 with maturity on 28th December 2022 and a fixed coupon of 1.70% on an annual basis represented by a "private placement" of bonds on the Austrian multilateral trading facility, Third Market, of Wiener Börse AG.

The item “Current bank loans” includes the short-term portion of bank loans, which are valued at amortised cost. The terms and conditions of the loans and bonds are summarised below (amounts in millions of euros)::

Values expressed in millions of EUR

Loan

Original

Base

Contractual

Residual at

Residual at

Maturities

acquisition/renegotiation

amount

rate

maturity

31/12/2020

31/12/2021

1 year

over 1 to 5 years

Saras SpA

Bond

December 2017

200

1.7% December 2022

199.3

199.7

199.7

Unicredit

February 2020

50

6M EuriborAugust 2023

49.2

50.0

50.0

Sace loan

December 2020

350

0.95% September 2024

350.0

320.8

320.8

Total liabilities to banks for loans

598.5

570.5

570.5

-

During the month of December 2020 - SARAS signed a EUR 350 million loan contract with 70% of the amount assisted by SACE guarantees issued under the Italy Guarantee programme and intended to strengthen the capital structure of the Company. The loan was organised and underwritten by a pool of leading Italian financial institutions, including Banco BPM, Intesa Sanpaolo and UniCredit as Mandated Lead Arrangers and Lending Banks. Intesa Sanpaolo covers the role of Custodian Bank, Agent Bank and SACE Agent.

The transaction is part of a financial consolidation plan implemented by Saras to deal with the impact of the Covid-19 emergency, and, in line with the provisions of the "Liquidity Decree" of 9th April 2020 and the SACE regulations, is mainly aimed at supporting the Company's working capital.

The receipt by Saras Spa on 24th December 2021 of the notification of the termination of the investigations relating to the purchase of raw materials of Kurdistan origin (as better described in the specific section of this report on operations) and the possible involvement of the company as a liable party pursuant to Legislative Decree no. 231/2001, contractually determines the lender's right to request repayment of the credit lines (SACE loan, Unicredit loan and RCF loan) currently used or granted, and represents a critical issue for the granting of new lines in the authorisation process. Therefore, the SACE loan and the loan taken out with Unicredit for EUR 50 million, although contractually of medium-term duration, have been classified under short-term loans in application of the accounting standard IAS 1.74 which provides for this classification when a clause of a long-term loan agreement is violated, at the closing date or before the end of the financial year with the effect that the liability becomes a payable on request, as the unconditional right to defer its of the alleged violation, restoring the original payment deadlines in the medium and long term.

On the basis of the discussions underway and the sharing with the lawyers appointed by the banks of the actual substance of the alleged violations relevant for the purposes of the financing agreements, the Directors are confident that in the very short term they will be able to obtain the formalised waiver for the SACE loan and the RCF line (actually issued on 31st March 2021), which is also evidence of the willingness of the banks to continue to provide financial support to the Group also on the remaining short-term credit lines and to finance the principal instalments and the bond loan maturing in 2022.

It should also be noted that the financial parameters on existing loans subject to review at 31st December 2021 are complied with.

“Current bank accounts” comprises the credit lines balance as well as the “hot money” transactions used by the Group in the normal course of business. The Parent Company Saras also has a revolving credit facility of up to EUR 305 million in place: the amount used as of 31st December 2021 was EUR 50 million.

The item “Derivative financial instruments” includes the negative fair value of derivative financial instruments held at year-end.

The item “Loans from Group companies” include the balances of loans from Group Companies and the negative balance of the centralized Group treasury.

5.3.2. Trade and other payables

The table below shows a breakdown of this item:

Payables to suppliers

31/12/2021

31/12/2020

Change

Customers advances account

51,566

1,265

50,301

Payables to current suppliers

1,065,776

614,288

451,488

Trade payables to group companies

287,645

116,404

171,241

Total

1,404,987

731,957

673,030

“Advances from customers” relate to payments on account received from customers for the supply of oil products

The balance of "Payables to current suppliers" essentially includes payables for crude oil supplies; the increase compared to the previous year is mainly due to the strong and generalised increase in oil prices.

“Trade payables to Group companies” essentially include payables to Sarlux Srl and Saras Trading SA amounting to EUR 130,177 thousand and EUR 157,036 thousand, respectively.

5.3.3. Tax liabilities

This item breaks down as shown below:

Current tax liabilities

31/12/2021

31/12/2020

Change

Payables for VAT

7,728

8,853

(1,125)

IRAP payables

4,939

0

4,939

Other tax payables

58,424

58,158

266

Total

71,091

67,011

4,080

“Other tax payables” mainly include payables for excise duties on products released for consumption totalling EUR 55,148 thousand).

5.3.4. Other liabilities

The breakdown of other liabilities is shown below:

Other current liabilities

31/12/2021

31/12/2020

Change

Payables for employee benefit and social security

4,345

3,135

1,210

Payables to employees

8,441

6,040

2,401

Payables to subsidiaries for transfer of taxes

119,329

11,853

107,476

Other payables

1,187

1,714

(527)

Accrued liabilities

287

325

(38)

Total

133,589

23,067

110,522

“Payables due to employees” include the December remuneration yet to be paid, the portion of additional monthly payments accrued and performance bonuses for the achievement of business targets.

The item “Payables to subsidiaries for tax transfers” includes the payable to subsidiaries for taxes transferred pursuant to the aforementioned tax consolidation agreements. The balance is essentially due to the taxes transferred by the subsidiary Sarlux Srl for EUR 99,486 thousand.

5.4. Non-current liabilities
5.4.1. Long-term financial liabilities

This item breaks downas shown below:

Long-term financial liabilities

31/12/2021

31/12/2020

Change

Non-current bond loan

0

199,344

(199,344)

Non-current bank loans

0

399,236

(399,236)

Other long-term financial liabilities

10,807

13,619

(2,812)

Total

10,807

612,199

(601,392)

The bond loan recorded in this item in the previous year was restated under the item “short-term financial liabilities” as it matures at the end of the 2022 financial year.

As regards non-current bank loans, please refer to what has already been described in paragraph 5.3.1.

The item “Other long-term financial liabilities” mainly includes the financial debt relating to contracts recognised in compliance with the provisions of IFRS 16.

.

5.4.2. Provisions for risks and charges

Provisions for risks and charges may be analysed as follows:

Provisions for risks and charges

31/12/2020

Provisions

Use Other

Changes

31/12/2021

Other prov. for risks and charges

7,060

0

0

(1,146)

5,914

Total

7,060

0

0

(1,146)

5,914

“Other provisions for risk and charges” mainly refer to provisions accrued in respect of tax and legal contingent liabilities.

5.4.3. Provisions for employee benefits

The balance breaks down as follows:

Provisions for employee benefits

31/12/2021

31/12/2020

Change

Post-employment benefits

1,676

1,986

(310)

Total

1,676

1,986

(310)

Post-employment benefits are governed by Article 2120 of the Italian Civil Code and reflect the estimated amount that the company will be required to pay employees when they leave their employment.

The liability accrued at 31st December 2006 was determined using actuarial methods, in compliance with IAS 19+. The impact of actuarial evaluation are shown in the Comprehensive Income.

5.4.4. Deferred tax liabilities

Deferred tax liabilities at 31st December 2021 are shown as a decrease in the item "Deferred tax assets", to which reference is made.

5.5. Shareholders’ equity

Shareholders’ equity is comprised of by the following:

Equity

31/12/2021

31/12/2020

Changes

Share capital

54,630

54,630

0

Legal reserve

10,926

10,926

0

Other reserves

553,324

615,066

(61,742)

Net profit/(loss) for the year

30,058

(65,198)

95,256

Total

648,938

615,424

33,514

Share capital

At 31st December 2021, the fully subscribed and paid-up share capital of EUR 54,630 thousand was represented by 951,000,000 ordinary shares with no par value.

Legal reserve

The legal reserve, which is unchanged from the previous year-end balance, is equal to one-fifth of the share capital.

Other reserves

This caption totals EUR 553,324 thousand, up by a net EUR 61,742 thousand compared with the previous year-end balance.

This net decrease was the combined result of:

  • a decrease due to the allocation of the previous year’s loss of EUR 65,198 thousand;
  • increase of EUR 3,598 thousand in the reserve for the bonus issue to all employees under the Company’s stock grant plans;
  • decrease of EUR 142 thousand, due to the effect of IAS 19 discounting.

Net result

The profit for the financial year amounts to EUR 30,058 thousand.

On 12th May 2021, the Ordinary Shareholders' Meeting of Saras SpA, called for the approval of the Financial Statements at 31st December 2020, has resolved to allocate the entire 2020 net profit to the extraordinary reserve.

With regard to the financial year ended 31st December 2021, the Board of Directors has proposed to the Shareholders' Meeting called on 27th May 2022 to carry forward the loss for the year.

The average number of shares outstanding was 947,539,261 in 2021, which increased compared to the average number of shares outstanding in 2020 due to the award made in May 2021 of shares at the close date of the 2019/2021 Stock Grant Plan.

Saras SpA at 31st December 2021 did not hold treasury shares in portfolio.

6 Notes to the Income Statement
6.1. Revenues
6.1.1. Revenues from ordinary operations

Revenues from sales and services (EUR 7,592,114 thousand compared to EUR 4,658,299 thousand in the previous year) increased by EUR 2,933,815 thousand.

The positive change in the item "Revenues from sales and services" is mainly attributable to the trend in the prices of petroleum products recorded during the year, as well as to a slight increase in the quantities sold.

Revenues from ordinary operations are broken down by geographical area in paragraph 4 above.

6.1.2. Other income

The following table shows a breakdown of “Other income”:

Other operating revenues

31/12/2021

31/12/2020

Change

Compensation for storage of mandatory stocks

2,819

11,471

(8,652)

Sale of various materials

64

26

38

Ship tanks hire

3,018

7,002

(3,984)

Recovery for claims and compensation

354

436

(82)

Other revenues

47,015

46,207

808

Total

53,270

65,142

(11,872)

The item “Other revenues” essentially comprises charges to the subsidiaries for services provided under service agreements.

6.2. Costs

The following table shows a breakdown of the main costs.

Purchases of raw materials, consumables and supplies

31/12/2021

31/12/2020

Change

Purchase of raw materials

5,792,814

3,175,597

2,617,217

Purchase of semi-finished products

155,550

63,654

91,896

Purchase of supplies and consumables

466

630

(164)

Purchase of finished products

1,103,861

855,713

248,148

Change in inventories

(395,293)

273,998

(669,291)

Total

6,657,398

4,369,592

2,287,806

The increase in costs for the purchase of raw, ancillary and consumable materials totalled EUR 2,617,217 thousand compared to the previous financial year; this change is essentially attributable to the rising average trend of oil products and the quantities purchased during the year.

Cost of services and sundry costs

31/12/2021

31/12/2020

Change

Costs for services

481,977

441,185

40,792

Derivatives on crude oil and petroleum products

108,834

(77,992)

186,826

Costs for use of third-party goods

5,878

5,209

669

Bad debt provision trade receivables

5,552

0

5,552

Other operating costs

7,301

7,781

(480)

Total

609,542

376,183

233,359

The item “Costs for services” mainly includes the processing fee paid to the subsidiary Sarlux Srl for the refining of crude oil, which increased compared to the previous year.

During the year, the recoverability of trade receivables was also analysed, which led to the prudent recognition of a write-down for some receivables in the amount of EUR 5,552 thousand.

“Other operating costs” mainly comprise membership fees, non-income taxes and contingencies.

6.2.3. Personnel expense

The breakdown of “Personnel costs” is as follows:

Personnel costs

31/12/2021

31/12/2020

Change

Salaries and wages

18,228

25,909

(7,681)

Post-employment benefits

1,600

1,533

67

Other long-term costs and incentives

8,393

2,793

5,600

Remuneration to the Board of Directors

524

2,042

(1,518)

Total

35,281

38,200

(2,919)

The cost of labour decreased by EUR 2,919 thousand compared to the previous year, essentially due to the combined effect of the collective company agreement for the early termination of the employment relationship put in place by the group at the end of the previous year and the measures implemented from the end of 2020 onwards in order to keep costs under control, including through the use of social shock absorbers for staff (partial lay-off for all employees).

The Saras Shareholders' Meeting has approved, on 12th May 2021, the 2021 Stock Grant Plan for the Saras Group's Top Management, after cancelling the “2019- 2021 Stock Grant Plan”. The 2021 Stock Grant Plan had the objective of recognising to the beneficiaries, already recipients of the 2019-2021 stock grant plan, a bonus linked to the results of the business indicators of the previous 2019-2021 stock grant plan, achieved in the two-year period 2019-2020.

By virtue of the results of the 2021 Stock Grant Plan, no. 9,220,216 Saras ordinary shares.

On the same day, the Shareholders' Meeting has also approved the long-term incentive plan for the Saras Group's Top Management, called Performance Cash Plan 2021-2023, with the aim of providing the Company with a remuneration tool that best represents the Company's objective and the management performance, which is more in line with the current strategy and capable of supporting the engagement and retention of the Group's management figures.

The beneficiaries of the Plan were identified among the key managers of the Company, the directors of the Italian and/or foreign subsidiaries and other top managers with a high impact on the creation of value for the Group.

6.2.4. Depreciation/amortisation and write-downs

Depreciation of non-current assets” is shown below:

Depreciation/amortisation and write-downs

31/12/2021

31/12/2020

Change

Amortisation of intangible assets

1,158

1,757

(599)

Depreciation of property, plant and equipment

1,818

1,802

16

Total

2,976

3,559

(583)

Amortisation, depreciation and write-downs” break down as follows:

Depreciation of leased items

31/12/2021

31/12/2020

Change

Depreciation of leased property, plant and equipment

1,832

2,320

(488)

Total

1,832

2,320

(488)

This item represents the effect from the application of IFRS 16.

6.3. Net income(charges) from equity investments

Net income (charges) from equity investments

31/12/2021

31/12/2020

Change

Value adjustments to assets

(188,301)

(15,620)

(172,681)

Total

(188,301)

(15,620)

(172,681)

The value adjustments refer to the write-down made during the year of the value of the investment in the subsidiary Sarlux Srl, in order to adjust its book value to the related shareholders' equity.

6.4. Financial income and charges

A breakdown of financial income and charges is shown below:

Financial income

31/12/2021

31/12/2020

Change

Bank interest income

45

1,221

(1,176)

Realised differences on derivatives

10,443

8,684

1,759

Interest from subsidiaries

10,323

7,717

2,606

Profit on exchange rates

59,202

52,975

6,227

Total

80,013

70,597

9,416

Financial charges

31/12/2021

31/12/2020

Change

Unrealised differences on derivatives

836

(2,123)

2,959

Realised differences on derivatives

(1,622)

(249)

(1,373)

Interest expenses on loans

(7,013)

(5,621)

(1,392)

Interest expenses on bonds

(3,740)

(3,750)

10

Interest from subsidiaries

0

(54)

54

Other (interest on mortgages, on arrears, etc.)

(4,923)

(3,481)

(1,442)

Interest on rights of use on leases

0

(66)

66

Exchange rate losses

(86,707)

(56,115)

(30,592)

Total

(103,169)

(71,459)

(31,710)

The summary table below provides an analysis of the main changes during the year:

Financial income and Financial charges

31/12/2021

31/12/2020

Change

Net interest

(5,308)

(4,034)

(1,274)

Result of derivative instruments, of which:

9,657

6,312

3,345

Realised

8,821

8,435

386

Fair value of open positions

836

(2,123)

2,959

Net exchange rate differences

(27,505)

(3,140)

(24,365)

Total

(23,156)

(862)

(18,949)

The entire fair value of the derivatives in place at 31st December 2021 refers to the exchange rate and interest rate hedges, as well as speculative transactions.

As shown, the changes mainly refer to net exchange rate differences, as well as gains/losses on derivative financial instruments. In this regard, please note that the derivative financial instruments being considered relate to hedging transactions for which hedge accounting has not been adopted.

6.5. Income taxes

Income taxes are shown below:

Income taxes

31/12/2021

31/12/2020

Change

Current taxes

104,129

3,276

100,853

Net deferred tax liabilities (assets)

(7,289)

(20,973)

13,684

Total

96,840

(17,697)

114,537

Current taxes comprise IRES (EUR 91,355 thousand) and IRAP (EUR 12,774 thousand) for the year.

Deferred tax assets/liabilities amounted to EUR 7,289 thousand and refer to changes during the year in temporary differences between the values recorded in the financial statements and those recognised for tax purposes.

Differences between the theoretical and effective tax rates for the two periods compared are shown below (figures in EUR million):

IRES

2021

2020

PRE-TAX RESULT [A]

126.9

(79.3)

IRES THEORETICAL TAX [A*24%] [B]

30.5

(19.0)

THEORETICAL TAX RATE [B/A*100] %

24.0%

24.0%

EFFECTIVE INCOME TAX [C]

74.8

(15.5)

EFFECTIVE TAX RATE [C/A*100] %

59.0%

19.5%

2021

2020

TAXTAX RATETAXTAX RATE

Theoretical tax

30.5

24.0%

(19.0)

24.0%

Valuation of investments and receivables from holdings

0.0

0.00%

(3.0)

3.79%

Effect of concession (ACE) Decree Law no. 201/2011

(1.5)

-1.17%

(1.5)

1.87%

Previous years' taxes

0.9

0.67%

0.00%

Other permanent differences

45.0

35.46%

8.1

-10.17%

Effective taxes

74.8

59.0%

(15.5)

19.5%

“Other permanent differences” mainly include the effect of the write-down of the investment in Sarlux Srl, performed in 2021.

IRAP

2021

2020

DIFFERENCE BETWEEN PRODUCTION VALUE AND COSTS

338.4

266.5

IRAP THEORETICAL TAX [2.93%]

9.92

7.81

THEORETICAL TAX RATE [B/A*100] %

2.93%

2.93%

EFFECTIVE INCOME TAX [C]

12.63

10.60

EFFECTIVE TAX RATE [C/A*100] %

3.73%

3.98%

2021

2020

TAXTAX RATETAXTAX RATE

Theoretical tax

9.92

2.93%

3.34

2.93%

Personnel costs

(0.03)

-0.01%

0.08

0.07%

Effect of different regional rates on production value

2.99

0.88%

0.40

0.35%

Other permanent differences

(0.25)

-0.07%

0.48

0.42%

Effective taxes

12.63

3.73%

4.30

3.77%

7 Other information
7.1 Main legal actions pending

The Company is involved in legal disputes filed by different plaintiffs for various reasons. The outcome of some of these disputes is hard to predict. Although the decisions made by the ordinary and administrative courts were contradictory with regard to the alleged violations, the company assumes that probability of any liability is remote; where instead the liability was deemed probable, appropriate accruals were made to the provisions for risks.

The company Saras SpA is subjected to investigations in the context of criminal proceedings no. 9603/2021

R.G.N.R. mod. 21 D.D.A.T., pending at the Cagliari District Attorney - District Anti-Mafia and Terrorism Directorate.

The claim against Saras - pursuant to art. 25-octies of Legislative Decree no. 231/2001 - concerns the administrative offence deriving from the crime of "use of money, goods or benefits of unlawful origin" (pursuant to art. 648-ter of the Italian Criminal Code) alleged against some of its managers.

Specifically, according to the indictment, as resulting from the notice of conclusion of the preliminary investigations pursuant to Article 415-bis of the Italian Criminal Code notified to the company on 24.12.2021, some Group's managers allegedly committed the crimes of "ideological misrepresentation committed by a public official in public deeds" (pursuant to art. 479 of the Italian Criminal Code) and of "use of money, goods or benefits of unlawful origin" (pursuant to art. 648-ter of the Italian Criminal Code) in relation to 52 purchase transactions, in 2015 and 2016, from Petraco Oil Company LLP, of crude oil of criminal origin – because it was not certified by S.O.M.O. ("State Oil Marketing Organization"), the oil company of the Federal Government of Baghdad, and therefore they allegedly misappropriated from the Republic of Iraq – which was used in the economic and financial refining activities of Saras and on which, in any case, operations were carried out to hinder the verification of its criminal origin, consisting, inter alia, of the falsification of the relevant contractual, travel and customs documentation.

For its part, Saras is being investigated for the administrative offence referred to in article 25-octies of Legislative Decree no. 231/2001 in relation to the crime referred to in article 648-ter of the Italian Criminal Code and allegedly committed by the Group's managers because, according to the accusation, in 2015 and 2016, it failed to adopt an effective Organisation, Management and Control Model pursuant to Legislative Decree no. 231/2001 (hereinafter, the "Model 231"), given that:

  • until 12th May 2016, the latter did not specifically provide for preventive measures to combat the offence under investigation;
  • subsequently, although the 231 Model was updated, it would not have been effectively implemented..

According to the indictment, these organisational shortcomings would have made it possible for the Group's managers to carry out the individual episodes of reutilisation that are the subject of the charges, from which Saras would have gained a significant economic advantage deriving, in particular, "from the purchase of oil products of unlawful origin and destined for refining, at a much lower price, quantifiable at no less than EUR 1,124,767,082.47, compared with the market value".

On the other hand, no charges have been brought against the Company under Legislative Decree no. 231/2001 in relation to the offence of false ideology: indeed, Art. 479 of the Criminal Code did not constitute and still does not constitute a predicate offence for the administrative liability of entities under Legislative Decree no. 231/2001.

The notice of conclusion of the investigations does not contain any criminal-law charges originally brought against the managers under investigation.

As of today, there has been no formal communication of the prosecution by the Public Prosecutor. However, according to press reports, informally confirmed by the Public Prosecutor's Office, the prosecution appears to have taken place at the end of February 2022.

The company believes that the evidence acquired by the Cagliari District Attorney's Office leaves ample room to refute - first and foremost - the thesis that the marketing of crude oil by the KRG was not legitimate and, in any case, to rule out the awareness of Saras' management.

On 28th March 2022 the Company and the managers involved in the investigations have been notified with the notice that the preliminary hearing in Cagliari Court on 16th June 2022.

Saras SpA – Since it became aware of the existence of the criminal proceedings, Saras SpA has issued five press releases, in which it has made its position known to the market, refuting all the accusations (see: press releases dated 8.10.2020, 9.10.2020, 24.1.2021, 26.2.2022 and 28.03.2022 available on the Company's website).

In the light of the above-mentioned reasons and after the first analysis performed, several elements emerge that could be used to refute the hypothesis of crime. Therefore, the management consider that it is not possible to estimate and to evaluate the risk arising from the potential fiscal dispute.

7.2 Related-party transactions

The transactions carried out by Saras with related parties mainly concern the exchange of goods, the provision of services and arrangements of a financial nature. For information on guarantees given to and received from related parties, see section “7.6 Commitments” below.

The figures for commercial, miscellaneous and financial transactions with related parties are set out below and information is provided on the largest transactions.

The effects of transactions or positions with related parties on statement of financial position items are shown in the following summary table:

Description

Absolute value (Euro/000) and % on balance sheet item

Absolute value (Euro/000) and % on balance sheet item

31/12/2021

31/12/2020

Related party transactions involving Saras Group’s majority shareholders

Current financial assets

639,131

682,332

93.67%

551,187

611,182

90.18%

Trade receivables

409,440

585,847

69.89%

181,300

241,048

75.21%

Other assets

4,239

26,796

15.82%

(0)

11,024

0.00%

Short-term financial liabilities

55,825

861,056

6.48%

417,267

640,469

65.15%

Trade and other payables

287,600

1,404,987

20.47%

117,311

731,957

16.03%

Other current liabilities

119,326

133,589

89.32%

12,398

23,067

53.75%

-

Revenues from ordinary operations

823,364

7,592,114

10.84%

534,707

4,658,299

11.48%

Other operating revenues

37,711

53,270

70.79%

40,694

65,142

62.47%

Purchases of raw materials, consumables and supplies

1,170,357

6,657,398

17.58%

851,248

4,369,592

19.48%

Cost of services and sundry costs

277,257

609,542

45.49%

217,155

376,183

57.73%

Net income (charges) from equity investments

(188,301)

(188,301)

100.00%

(15,620)

(15,620)

100.00%

Financial income

10,377

80,013

12.97%

7,760

70,597

10.99%

Financial charges

11

103,169

0.01%

77

71,459

0.11%

With regard to the above-mentioned transactions, in the interests of the Company, the agreements governing sales of raw materials and products reflect market conditions; where a market price is not directly available, the price is established using market prices for similar materials or products. Where services are provided, the prices are aligned as far as possible with market conditions; expenses passed on in relation to seconded personnel are charged at cost, without the application of any margin and interest on loans is charged at market rates.

Related parties include both the directors and auditors, whose remuneration is stated in 7.5.1 “Remuneration paid to directors and auditors, officers and key management personnel”.

The effects of transactions or positions with related parties on the statement of financial position and the income statement are summarised in the table below:

Absolute value (Euro/000) and % on balance sheet item 31/12/2021Absolute value (Euro/000) and % on balance sheet item 31/12/2020

Related parties

Total

Incidence

Related parties

Total

Incidence

Current financial assets

639,131

682,332

93.67%

551,187

611,182

90.18%

Trade receivables

409,440

585,847

69.89%

181,300

241,048

75.21%

Other assets

4,239

26,796

15.82%

-0

11,024

0.00%

Short-term financial liabilities

55,825

861,056

6.48%

417,267

640,469

65.15%

Trade and other payables

287,600

,404,987

20.47%

117,311

731,957

16.03%

Other current liabilities

119,326

133,589

89.32%

12,398

23,067

53.75%

Revenues from ordinary operations

823,364

7,592,114

10.84%

534,707

4,658,299

11.48%

Other operating revenues

37,711

53,270

70.79%

40,694

65,142

62.47%

Purchases of raw materials, consumables and supplies

1,170,357

6,657,398

17.58%

851,248

4,369,592

19.48%

Cost of services and sundry costs

277,257

609,542

45.49%

217,155

376,183

57.73%

Net income (charges) from equity investments

(188,301)

(188,301)

100.00%

(15,620)

(15,620)

100%

Financial income

10,377

80,013

12.97%

7,760

70,597

10.99%

Financial charges

11

103,169

0.01%

77

71,459

0.11%

The main cash flows with related parties are shown in the table below:

31/12/2021

31/12/2020

Net income (charges) from equity investments

(188,301)

(15,620)

Dividends from invest. in subsidiaries

0

0

Decrease in trade receivables

(228,140)

(68,101)

Increase (Decrease) in trade and other payables

(170,289)

24,020

Change other current assets

(4,239)

0

Change other current liabilities

(106,928)

10,396

Change other non-current liabilities

0

0

Interest received

10,377

7,760

Interest paid

(11)

(77)

Cash flow from (for) activities in the year

(687,532)

(41,622)

Dividends from invest. in subsidiaries

0

0

Cash flow from (for) investment activities

0

0

Increase (Decrease) in financial liabilities

(361,442)

375,826

Cash flow from (for) financial activities

(361,442)

375,826

Total cash flows from/to related parties

(1,048,974)

334,204

The effects of cash flows with related parties are shown in the table below:

Absolute value (Euro/000) and % on balance sheet item 31/12/2021

Absolute value (Euro/000) and % on balance sheet item 31/12/2020

Related parties

Total

Incidence

Related parties

Total

Incidence

Cash flow from (for) activities in the year

(687,532)

239,475

N/A

(41,622)

(119,252)

N/A

Cash flow from (for) investment activities

0

(52,175)

0.00%

0

(407,712)

0.00%

Cash flow from (for) financial activities

(361,442)

(400,186)

90.32%

375,826

769,865

48.82%

7.3 Information pursuant to IFRS 7 and 13 Financial Instruments: Disclosures

To the extent that it is applicable to Saras SpA, the disclosure on financial instruments to be provided in financial statements and interim reports is mainly set out in IFRS 7 and 13.

IFRS 7 – Financial Instruments: Disclosures, requires entities to provide supplementary disclosures in financial statements that make it possible to evaluate:

a) the value of financial instruments with respect to the financial position and results of operations;

b) the nature and extent of the risks deriving from financial instruments to which the company is exposed during the year and at the reporting date and the way in which this is managed.

IFRS 13 – Fair Value Measurement, which is applicable from 1st January 2013, requires supplementary disclosures on fair value, some of which is also required for interim reports. In general, the standard clarifies how fair value should be calculated for the purposes of financial statements and it applies to all IFRS standards that require or permit fair value measurement or the presentation of information based on fair value.

Fair value hierarchy

Sub-paragraphs a) and b) of paragraph 93 of the standard in question require the submission of the amount of assets and liabilities measured at fair value broken down by fair value hierarchy. To this end, IFRS 13 defines a precise three-tier fair value hierarchy. The criterion used concerns the actual degree to which inputs used for the estimate can be observed. As such, the hierarchy establishes the various levels of reliability of fair value, depending on whether it is based on:

a) unadjusted quotations taken from an active market – as defined by IFRS 9 – for the assets and liabilities being measured (level 1);

b) measurement techniques based on factors other than the quoted prices referred to above, which can either be observed directly (prices) or indirectly (derived from prices) on the market (level 2);

c) measurement techniques that are not based on observable market data as a reference (level 3).

Based on the above, the following table shows assets and liabilities measured at fair value by the Company at 31st December 2021:

Type of Operation

31/12/21

Assets

Fair value

level 1

Fair value

level 2

Fair value

level 3

31/12/21

Liabilities

Fair value

level 1

Fair value

level 2

Fair value

level 3

Interest rate swaps

11,057

878

878

Fair value derivatives on commodities

9,322

9,322

27,995

27,995

Fair value forward purchases and sales on exchange rates

509

509

Total

20,379

9,322

0

0

29,382

27,995

1,387

0

The Company’s criterion specifies that the transfer of financial assets and liabilities measured at fair value from one hierarchy to another is recognised on the date that the event that causes the transfer takes place.

Pursuant to sub-paragraph c) of paragraph 93, there were no reclassifications among the various levels of the fair value hierarchy during the year.

Measurement techniques

As shown in the table in the section above, financial instruments measured at fair value largely consist of derivatives entered into to hedge the currency and interest rate risks and the fluctuating price of oil and crude products.

Specifically, the fair value measurement of these instruments is carried out:

for interest and exchange rate derivatives, based on regular official statements received from counterparties (financial intermediaries) with which the instruments were created;

for commodity-based derivatives, based on the account statements of open positions that are periodically received from the clearing broker through which these instruments are contracted.

For all types of derivatives described above, the fair value measurements received from the counterparties in open positions are verified by comparing them to the fair value measurement carried out within the Company for the same positions. These internal measurements are carried out using reference parameters observable on markets (spot and forward interest rates, exchange rates and crude oil and oil product prices available in active regulated markets).

The valuation does not consider the counterparty risk as the effect is not significant considering the existing security deposits.

Saras SpA has no financial assets or liabilities that are measured at fair value level 3 pursuant to IFRS 13.

With regard to the remaining financial assets and liabilities that are not directly measured at fair value, their carrying amount is close to their fair value.

The criteria contained in the standard supplement those set out for the recognition, measurement and disclosure in the financial statements of the financial assets and liabilities listed in IAS 32 (Financial Instruments: Disclosure and Presentation) and in IAS 39 (Financial Instruments: Recognition and Measurement).

The standard applies to all entities and all types of financial instruments, except for shareholdings in subsidiaries, associates and joint ventures accounted for in accordance with IAS 27, 28 or 31, employers’ rights and obligations arising from employee benefit schemes (IAS 19), contracts relating to business combinations (IFRS 3), insurance contracts (IFRS 4) and financial instruments, contracts and obligations relating to share- based payments (IFRS 2).

7.3.1 Information on the Statement of Financial Position

With reference to the Statement of Financial Position, Sections 8 - 19 of the standard in question state that the carrying value of all financial instruments belonging to the categories set out in IAS 39 must be provided by the Company, as well as detailed information where the Company has opted to record financial assets or liabilities at fair value through profit and loss, or where it has restated financial assets or derecognised them from the accounts. Following is the financial position and operating results of Saras SpA at 31st December 2021 and 31st December 2020, with a breakdown of the financial instruments:

31/12/2021

Accounting value of financial derivatives categories, defined according to IFRS 9

FVTPL

Amortised cost

FVOCI

(debt securities)

Other

Financial statements

at 31/12/2021

ASSETS

Current financial assets

932,732

639,418

0

1,031,926

2,604,079

Cash and cash equivalents

301,172

301,172

Other financial assets

42,912

639,418

682,332

Derivative instruments (FV, realised and guarantee deposits)

42,912

Loans to third parties

0

Payables to Group companies

639,418

Trade receivables

585,848

585,847

Receivables from clients

303,352

Trade receivables from Group company

282,495

Inventories

990,347

990,348

Current tax assets

17,584

17,584

Other assets

2,800

23,996

26,796

Sundry receivables

2,800

23,996

Non-current assets

3,044

0

0

530,936

533,980

Property, plant and equipment

8,591

8,591

Intangible assets

2,390

2,390

Right-of-use of leased assets

3,466

3,466

Equity investments at cost

496,412

496,412

Other investments

500

500

Deferred tax assets

19,577

19,577

Other financial assets

3,044

3,044

Loans to subsidiaries

Sundry receivables

3,044

Total assets

935,776

639,418

0

1,562,862

3,138,059

LIABILITIES

Current liabilities

29,382

2,236,661

0

204,681

2,470,723

SH-T Financial liabilities

29,382

831,675

861,056

Bond loans

Bank loans

157,194

C/a advances

Financial payables from Group companies

634,543

Derivative instruments

29,382

Other financial payables

39,937

Trade and other payables

1,404,987

1,404,987

Current tax liabilities

71,091

71,091

Other liabilities

133,589

133,589

Other payables

133,589

Non-current liabilities

0

10,808

0

7,590

18,398

Long-term financial liabilities

10,808

10,808

Bank loans (secured)

0

Bond loans

0

Financial payable IFRS 16

5,550

Other

5,257

Provisions for risks

5,914

5,914

Provisions for employee benefit

1,676

1,676

Other liabilities

0

0

Total liabilities

29,382

2,247,470

0

212,271

2,489,121

.

31/12/2020

Accounting value of financial derivatives categories, defined according to IFRS 9

FVTPL

Amortised cost

FVOCI

(debt securities)

Other

Financial statements

at 31/12/2020

ASSETS

Current financial assets

820,840

551,187

0

601,846

1,973,874

Cash and cash equivalents

517,620

517,620

Other financial assets

59,994

551,187

611,182

Derivative instruments (FV, realised and guarantee deposits)

59,994

Loans to third parties

0

Payables to Group companies

551,187

Trade receivables

241,048

241,048

Receivables from clients

130,973

Trade receivables from Group company

110,075

Inventories

585,398

585,398

Current tax assets

7,602

7,602

Other assets

2,177

8,847

11,024

Sundry receivables

2,177

8,847

Non-current assets

3,378

0

0

721,921

725,299

Property, plant and equipment

9,511

9,511

Intangible assets

2,727

2,727

Right-of-use of leased assets

5,284

5,284

Equity investments at cost

684,713

684,713

Other investments

495

495

Deferred tax assets

19,191

19,191

Other financial assets

3,378

3,378

Loans to subsidiaries

Sundry receivables

3,378

Total assets

824,218

551,187

0

1,323,767

2,699,173

LIABILITIES

Current liabilities

55,116

1,317,309

0

90,078

1,462,504

SH-T Financial liabilities

55,116

585,352

640,469

Bond loans

Bank loans

448,165

C/a advances

Financial payables from Group companies

102,513

Derivative instruments

55,116

Other financial payables

34,675

Trade and other payables

731,957

731,957

Current tax liabilities

67,011

67,011

Other liabilities

23,067

23,067

Other payables

23,067

Non-current liabilities

0

612,199

0

9,046

621,245

Long-term financial liabilities

612,199

612,199

Bank loans (secured)

399,236

Bond loans

199,344

Financial payable IFRS 16

7,471

Other

6,148

Provisions for risks

7,060

7,060

Provisions for employee benefit

1,986

1,986

Other liabilities

0

0

Total liabilities

55,116

1,929,508

0

99,124

2,083,749

Financial instruments recorded at fair value in the income statement comprise derivatives held by the company, as described in paragraph 5.4.1 above. The derivatives contracts on commodities, interest rates and exchange rates were entered into to mitigate the risks inherent in the business in which it operates, arising from changes in the price of crude and oil products (futures, options and swaps), to hedge interest rate risk on loans taken out and to hedge exchange rate risk relating to its currency positions.

All trade receivables and most other current and non-current receivables are classed as “Loans” since they consist of non-derivative financial assets with fixed or determinable payments that are not quoted on any active market. The carrying amount is close to fair value.

Other financial liabilities valued at amortised cost include all the Company’s financial liabilities and trade payables arising from the Company’s contractual obligations to deliver cash or other financial assets to another entity.

No financial assets valued at amortised cost were restated at fair value or vice versa; nor were any financial assets transferred and derecognised, with the exception of trade receivables sold on a ‘without recourse’ basis. An analysis of the contractual terms and conditions confirmed that the receivables in question could be derecognised.

All financial assets are booked on the trade date.

During the year, the company met all its obligations with respect to the scheduled repayment of loans in place at the end of the period.

7.3.2 Information on the Statement of Comprehensive Income

Paragraph 20 of the standard in question requires companies to state the net gains or losses generated by financial assets and liabilities, broken down according to the various income statement items. This information may be provided in either the financial statements or the notes to the accounts. To avoid overloading the accounting statements with information, the Company has opted for the second alternative, as advised in the Appendix to the accounting standard itself. The following tables therefore show details of income statement items for the current and the previous year:

31/12/2021

Accounting value of financial derivatives categories, defined according to IFRS 9

FVTPL

Amortised cost

FVOCI

(debt securities)

Other

Financial statements

at 31/12/2021

Revenues from ordinary operations

7,592,114

7,592,114

Other income

53,270

53,270

Total revenues

7,645,384

7,645,384

Purchases of raw materials, consumables and supplies

(6,657,398)

(6,657,398)

Services and other costs

108,834

(718,376)

(609,542)

Personnel costs

(35,281)

(35,281)

Depreciation/amortisation and write-downs

(4,808)

(4,808)

Total costs

108,834

(7,415,862)

(7,307,029)

Operating result

338,355

Net income (charges) from equity investments

(188,301)

(188,301)

Other financial income (charges)

(17,849)

(5,308)

(23,156)

from Securities held for trading

- of which:

Realised differentials FV change

from interest on current accounts

45

from loans made to Group companies

10,323

from Derivative instruments

9,656

- of which:

Realised differentials

8,820

FV change

836

from Other financial assets

(27,505)

from Interest on loans

(13,211)

from Interest on factoring

(2,465)

from other credits/debts

Result before taxes

126,898

Income taxes

(96,842)

Net result

30,058

31/12/2020

Accounting value of financial derivatives categories, defined according to IFRS 9

FVTPL

Amortised cost

FVOCI

(debt securities)

Other

Financial statements

at 31/12/2020

Revenues from ordinary operations

4,658,299

4,658,299

Other income

65,142

65,142

Total revenues

4,723,441

4,723,441

Purchases of raw materials, consumables and supplies

(4,369,592)

(4,369,592)

Services and other costs

(77,992)

(298,190)

(376,183)

Personnel costs

(38,200)

(38,200)

Depreciation/amortisation and write-downs

(5,879)

(5,879)

Total costs

(77,992)

(4,711,861)

(4,789,854)

Operating result

(66,413)

Net income (charges) from equity investments

(15,620)

(15,620)

Other financial income (charges)

3,172

(4,034)

(862)

from Securities held for trading

- of which:

Realised differentials FV change

from interest on current accounts

1,221

from loans made to Group companies

7,664

from Derivative instruments

6,312

- of which:

Realised differentials

8,435

FV change

(2,123)

from Other financial assets

(3,140)

from Interest on loans

(9,847)

from Interest on factoring

(3,072)

from other credits/debts

Result before taxes

(82,895)

Income taxes

17,697

Net result

(65,198)

The entire fair value of the derivatives in place at 31st December 2021 refers to the exchange rate and interest rate hedges, as well as speculative transactions.

As shown, the changes mainly refer to net exchange rate differences, as well as gains/losses on derivative financial instruments.

Financial liabilities measured at amortised cost generated losses of EUR 13,211 thousand (EUR 9,847 thousand in the previous year), mainly due to interest on loans.

7.3.3 Supplementary information

7.3.3.1Accounting for derivative transactions

As described above, the Company enters into derivative contracts on commodities to hedge risks arising from changes in the price of crude oil and oil products and on interest rates to hedge the interest rate risks relating to the loans obtained.

At 31st December 2021, the derivative contracts in effect were essentially represented by:

  • futures, options and swaps on oil products, classified as financial instruments held for trading;
  • Interest Rate Swaps;
  • Forwards on the EUR/USD exchange rate.

Derivative instruments related to hedging transactions on oil products, as already mentioned in point 6 – Notes to the Income Statement, have been recognised, following the change in the accounting policy, in revenues and costs from ordinary operations.

All other financial instruments (interest rate swaps and Forwards on exchange rates) not related to the hedging of petroleum products are recorded at fair value: changes in fair value, as well as realised differentials, are recorded in the income statement under financial income or financial expenses.

Most outstanding positions on commodities and on foreign exchange at the reporting date are expected to be closed out by the end of the first quarter of 2020, while the interest rate swaps have the same duration as the underlying loans to which they refer.

The fair value of instruments is determined on the basis of the statements that are periodically sent by the counterparties with which these instruments are stipulated.

  • As described above, the Company enters into derivative contracts on commodities to hedge risks arising from changes in the price of crude oil and oil products and on interest rates to hedge the interest rate risks relating to the loans obtained.
  • At 31st December 2021, the derivative contracts in effect were essentially represented by:
  • futures, opzioni e swaps su prodotti petroliferi, classificati come strumenti finanziari posseduti per la negoziazione;
  • Interest Rate Swaps su tassi d’interesse;
  • Forwards su cambio Euro/Dollaro USA.

7.3.3.2Fair value

Financial assets and liabilities, with the exception of derivatives, are recognised at amortised cost. As these assets and liabilities mainly relate to positions underlying trade agreements due to be settled in the short term, or, subject to interest rates in line with current market rates, the amortised cost does not differ significantly from the fair value at 31st December 2021.

The bond carries a fixed rate and market values from the relevant stock market are not available. The value of the related cash flows, discounted to present value at the market rate, does not differ significantly from the value recorded in the financial statements.

In accordance with the amendment to IFRS 7 transposed in Europe by means of Regulation (EC) no. 1165 of 27th November 2009, all financial instruments booked at fair value are calculated based on valuation methods that use observable market parameters other than the prices of these instruments as their reference, except for forex and commodities futures classified under “Other current assets” or “Short-term financial liabilities”, which are valued based on prices in an active market; moreover, during the year there were no changes in valuation methods compared with the previous year

7.3.4 Risks deriving from financial instruments

Risks deriving from financial instruments to which the Company is exposed are:

a. Credit risk: i.e. the risk that the Company will incur a loss in the event that a counterparty to a financial instrument defaults;

b. Liquidity risk: i.e. the risk that the Company will be unable to service payment obligations arising from the agreed maturities of its financial liabilities;

c. Market risk: i.e. the risk relating to the performance of markets in which the Company operates, which incorporates foreign exchange risk, interest rate risk and the price risk of crude and oil products.

For information on risk management policies concerning the above, please refer to the relevant section of the Report on Operations.

7.3.4.1Credit risk

The company’s exposure to credit risk relates mainly to trade receivables, other current and non-current receivables, assets held for trading and cash and cash equivalents.

The information required by sections 36-38 is shown in the tables below:

.

media/image52.PNG

.

media/image53.PNG

Guarantees on receivables are represented by letters of credit obtained by the Company in relation to deliveries to certain customers, guaranties obtained from customers and credit insurance.

7.3.4.2Liquidity risk

The company’s exposure to liquidity risk relates mainly to trade payables and bank loans. The significant self-financing capacity, together with the low level of debt, suggests that the liquidity risk is moderate.

It should be noted that during the year, the company met all its obligations with respect to the scheduled repayment of loans in place at the end of the period.

The comparative quantitative disclosures required by section 39 of the relevant accounting standard are set out in the tables below:

Book value at 31/12/2021

Liquidity risk

Analysis of maturities for financial liabilities, pursuant to par. 39 a) IFRS 7

Total

of which financial

instruments

Nominal value of the financial liabilities

Guarantees

2021

2022

2023

2024

2025

beyond 5 years

LIABILITIES

Current liabilities

2,470,723

2,470,724

3,260,689

0

3,260,689

0

0

0

0

0

SH-T Financial liabilities

861,056

861,056

861,056

861,056

Bank loans (secured)

578,719

578,719

578,719

C/a advances

157,194

157,194

157,194

Financial payables from Group companies

55,824

55,824

55,824

Interest rates (final average rate = 1.18%)

Derivative instruments

29,382

29,382

29,382

Other financial payables

39,937

39,937

39,937

Trade and other payables

1,404,987

1,404,987

1,404,987

1,404,987

Current tax liabilities

71,091

71,091

Other liabilities

133,589

133,589

133,589

133,589

Non-current liabilities

18,398

10,807

10,807

0

0

0

0

0

0

0

Long-term financial liabilities

10,807

10,807

10,807

Bank loans (secured)

0

Bond loans

0

0

Financial payable IFRS 16

5,550

5,550

0,0

0,0

0,0

0,0

0,0

Other

5,257

5,257

Amount interest medium-long term loan rates (rate = 1.18%)

0

0

0

0

0

Interest on bond loan

0

0

0

0

0

Provisions for risks

5,914

Provisions for employee benefits

1,676

Other liabilities

0

Total liabilities

2,489,121

2,481,531

3,271,496

0

3,260,689

0

0

0

0

0

.

Book value at 31/12/2020

Liquidity risk

Analysis of maturities for financial liabilities, pursuant to par. 39 a) IFRS 7

Total

of which financial

instruments

Nominal value of the financial liabilities

Guarantees

2020

2021

2022

2023

2024

beyond 5 years

LIABILITIES

Current liabilities

1,462,504

1,462,504

1,395,493

0

929,318

0

0

0

0

0

SH-T Financial liabilities

640,469

640,469

Bank loans (secured)

19,059

19,059

C/a advances

448,165

448,165

Financial payables from Group companies

83,454

83,454

83,454

Interest rates (final average rate = 1.060%)

1,049

Derivative instruments

55,116

55,116

55,116

Other financial payables

34,675

34,675

34,675

Trade and other payables

731,957

731,957

731,957

731,957

Current tax liabilities

67,011

67,011

Other liabilities

23,067

23,067

23,067

23,067

Non-current liabilities

621,245

612,199

613,619

0

6,361

6,361

6,360

56,095

556,095

0

Long-term financial liabilities

612,199

612,199

613,619

Bank loans (secured)

399,236

400,000

50,000

350,000

Bond loans

199,344

200,000

200,000

Financial payable IFRS 16

7,471

7,471

0.69

0.59

0.5

0.38

0.28

Other

6,148

6,148

Amount interest medium-long term loan rates (rate = 1.060%)

4,240

4,240

4,240

3,975

3,975

Interest on bond loan

2,120

2,120

2,120

2,120

2,120

Provisions for risks

7,060

Provisions for employee benefits

1,986

Other liabilities

0

Total liabilities

2,083,749

2,074,702

2,009,112

0

935,679

6,361

6,360

56,095

556,095

0

The fair value of derivatives recognised in the financial statements mainly relates to current positions.

The hedging derivative instruments included in current financial liabilities include interest rate swaps on the Company’s loans: the nominal future interest flows thereon are already included in “Interest on medium/ long term loans” in the “Non-current liabilities” section of the table.

7.3.4.3. Market risk

As stated previously, the market risks to which the Company is exposed via its financial instruments relate to:

  • the EUR/USD exchange rate, which affects the value of cash and cash equivalents and the receivables and payables recorded at the reporting date and which determines the exchange rate gains and losses recorded under “Financial income” or “Financial charges” as well as the fair value of derivatives held at the reporting date;
  • the Euribor interest rate, to which the interest rates paid by the Company on its loans are indexed, as well as the fair value of derivative instruments held at the reporting date;
  • prices of crude oil and oil products, which affect the fair value of the derivatives in place at the reporting date.

As required by section 40 of IFRS 7, a sensitivity analysis for every type of risk to which the Company is exposed at the reporting date has been prepared, which shows the effects of these risks on the income statement and equity. The ranges used in the sensitivity analysis (exchange rate, interest rate and crude price) are in line with management’s forecasts. The results of the analysis are shown in the tables below.

EUR/USD exchange rate

With reference to the EUR/USD exchange rate, at the reporting date, the Company had financial instruments denominated in the latter currency recorded mainly under trade receivables and payables.

The simulation of the impact on net profit and equity, was carried out assuming a change of +/-10% in the EUR/USD exchange rate at the end of the year, which was used to translate currency positions in the preparation of the statement of financial position.

2021

EUR/USD exchange rate

Reference parameter change

Statement of Financial Position item

Amount in currency

Exchange rate EUR/USD

Amount in (thousands of EUR)

-10%

+10%

Currency net position

Effect on result before tax

1,184,700

1.133

1,194,948

132,772

(108,632)

Effect on net result (and equity)

91,082

(74,521)

.

2020

EUR/USD exchange rate

Reference parameter change

Statement of Financial Position item

Amount in currency

Exchange rate EUR/USD

Amount in (thousands of EUR)

-10%

+10%

Currency net position

Effect on result before tax

802,746

1.227

729,421

81,047

(66.311)

Effect on net result (and equity)

55,598

(45.489)

To hedge the effects of sensitivity to the EUR/USD exchange rate, the Company also enters into forward exchange rate contracts, which are recorded in the financial statements at their fair value on the reporting date: As the fair value is inevitably affected by the underlying exchange rate, a simulation was carried out of the impact on net profit and consequentially equity, assuming a change of +/-10% in the benchmark parameters based on this year’s exchange rate trends; the results obtained from such a variation are reported at a 99.55% confidence level.

The details and results of the simulation are shown in the tables below:

2021

Reference parameter change

Derivatives on:

Fair Value at 31/12/2021

-10%

10%

Exchange rates

509

55,486

(46,388)

509

55,486

(46,388)

Effect on result before tax

55,486

(46,388)

Effect on net result (and equity)

40,227

(33,631)

.

2020

Reference parameter change

Derivatives on:

Fair Value at 31/12/2020

-10%

10%

Exchange rates

1,637

26,732

(24,805)

1,637

26,732

(24,805)

Effect on result before tax

26,732

(24,805)

Effect on net result (and equity)

19,381

(17,984)

Interest rate

The Company has medium/long-term as well as short- term exposure to variable interest rates indexed to Euribor.

A simulation of the impact of this variable on net profit and equity was carried out, assuming a change of +/-25 bps in rates and only taking into account the portion of variable-rate funding.

The following table shows the simulation at 31st December 2021:

2021

VARIABLE INTEREST RATES

Reference parameter change

Average annual interest rate 2021

Annual interest expense

-50 bps

+50 bps

Short and medium-long term financial liabilities

1,18%

(5.308)

Effect on result before tax

2.249

(2.249)

Effect on net profit (and equity)

1.631

(1.631)

2020

VARIABLE INTEREST RATES

Reference parameter change

Average annual interest rate 2020

Annual interest expense

-50 bps

+50 bps

Short and medium-long term financial liabilities

1,06%

(3.968)

Effect on result before tax

1.872

(1.872)

Effect on net profit (and equity)

1.357

(1.357)

In addition, the fair value of the Interest Rate Swaps (IRS) and interest rate options outstanding at the reporting date relating to the Company is affected by the fluctuations in the Euribor rate: a simulation of the impact of this variable on the profit for the year and equity was carried out, assuming a change of +/-25 basis points in rates, which was considered appropriate given potential rate fluctuations (the simulation for the previous year was adjusted).

The details and results of the simulation are shown in the tables below:

2021

Reference parameter change

Derivatives on:

Fair Value at 31/12/2021

-25 bps

+25 bps

Fair value of Interest rate swaps

878

878

(878)

878

878

(878)

Effect on result before tax

878

(878)

Effect on net result (and equity)

637

(637)

2020

Reference parameter chang

Derivatives on:

Fair Value at 31/12/2020

-25 bps

+25 bps

Fair value of Interest rate swaps

(586)

586

(586)

(586)

586

(586)

Effect on result before tax

586

(586)

Effect on net result (and equity)

425

(425)

Prices of crude and oil products

Oil prices affect the fair value of derivatives outstanding at the reporting date and the relevant differences recognised in the income statement: derivatives at 31st December 2021 consisted of futures, swaps and options on oil products and the fair value recorded in the statement of financial position was derived from the market prices of the relevant underlying assets at that date A simulation of the impact of this variable on net profit and consequentially, on equity, was therefore carried out assuming a change of +/-20%.

The details and results of the simulation (comparative) are shown in the tables below:

2021

Reference parameter change

Derivatives on:

Fair Value at 31/12/2021

-20%

20%

Crude and oil products

(7,616)

(11,858)

(10,005)

(7,616)

(11,858)

(10,005)

Effect on result before tax

(11,858)

(10,005)

Effect on net result (and equity)

(8,597)

(7,254)

.

2020

Reference parameter chang

Derivatives on:

Fair Value at 31/12/2020

-20%

20%

Crude and oil products

(8,488)

29,934

(3,722)

(8,488)

29,934

(3,722)

Effect on result before tax

29,934

(3,722)

Effect on net result (and equity)

21,702

(2,699)

The above analysis of the Company’s exposure to risks relating to financial instruments shows that there are no significant concentrations of risk in terms of counterparty, geographical area or market; the concentration risk relating to exposure to USD is mitigated by the hedging policies implemented.

7.4 Average staff numbers

The average number of employees broken down by category is as follows:

Personnel

2021

2020

Top management

31

33

White collars

233

239

Total

264

272

Employees went from 279 at the end of 2020 to 250 at 31st December 2021.

7.5 Tables relating to information on the remuneration and shareholdings of members of management and control bodies, general managers and key managers

The following tables provide information on remuneration and shareholdings of directors and statutory auditors, the general manager and senior key managers (the latter identified in the Chief Financial Officer).

  1. 7.5.1 Remuneration of directors and auditors, general managers and key managers

(A)

(B)

(C)

(D)

(1)

(2)

(3)

(4)

Name and surname

Office held

Period for which

office was held

End of term

in office

Emoluments for the office Non-monetary Bonuses andOther

held in the companybenefits other incentives remunerations

Board of Directors

(*)

(*)

Massimo Moratti

Chairman

01/01/20

31/12/21

approv. 2021 financial statements

45,000

Dario Scaffardi

CEO And General Manager

01/01/20

31/12/21

approv. 2021 financial statements

45,000

612,000

972,131

Angelo Moratti

Director

01/01/20

31/12/21

approv. 2021 financial statements

45,000

200,000

Giovanni Emanuele Moratti

Director

01/01/20

31/12/21

approv. 2021 financial statements

45,000

80,501

Gabriele Moratti

Director

01/01/20

31/12/21

approv. 2021 financial statements

45,000

90,653

Angelo Mario Moratti

Director

01/01/20

31/12/21

approv. 2021 financial statements

45,000

204,791

Laura Fidanza

Independent Director

01/01/20

31/12/21

approv. 2021 financial statements

45,000

Adriana Cerretelli

Independent Director

01/01/20

31/12/21

approv. 2021 financial statements

45,000

Gilberto Callera

Independent Director

01/01/20

31/12/21

approv. 2021 financial statements

45,000

Harvie-Watt Isabelle

Independent Director

01/01/20

31/12/21

approv. 2021 financial statements

45,000

Francesca Luchi

Independent Director

01/01/20

31/12/21

approv. 2021 financial statements

45,000

Leonardo Senni

Independent Director

01/01/20

11/05/21

approv. 2021 financial statements

Monica de Virgiliis

Independent Director

12/05/21

31/12/21

approv. 2021 financial statements

45,000

Board of Statutory Auditors

(**)

Giancarla Branda

Chair Of The Board Of Statutory Auditors

01/01/20

31/12/21

approv. 2021 financial statements

66,384

-

Paola Simonelli

Standing Auditor

01/01/20

31/12/21

approv. 2021 financial statements

46,384

20,000

Fabrizio Colombo

Standing Auditor

01/01/20

31/12/21

approv. 2021 financial statements

46,384

68,000

Pinuccia Mazza

Alternate Auditor

01/01/20

31/12/21

approv. 2021 financial statements

Andrea Perrone

Alternate Auditor

01/01/20

31/12/21

approv. 2021 financial statements

Compliance Committee

(***)

Paola Simonelli

Member

01/01/20

31/12/21

approv. 2021 financial statements

25,000

15,000

Dirigenti della società

Chairman and Members

01/01/20

31/12/21

approv. 2021 financial statements

-

618,467

Control, Risk and Sustainability Committee

Gilberto Callera

Chairman

01/01/20

31/12/21

approv. 2021 financial statements

40,000

Adriana Cerretelli

Member

01/01/20

31/12/21

approv. 2021 financial statements

35,000

Harvie-Watt Isabelle

Member

01/01/20

31/12/21

approv. 2021 financial statements

35,000

Laura Fidanza

Member

01/01/20

31/12/21

approv. 2021 financial statements

35,000

Leonardo Senni

Member

01/01/20

11/05/21

approv. 2021 financial statements

Monica de Virgiliis

Member

12/05/21

31/12/21

approv. 2021 financial statements

22,345

Remuneration Committee

Gilberto Callera

Chairman

01/01/20

31/12/21

approv. 2021 financial statements

40,000

Fidanza Laura

Member

01/01/20

31/12/21

approv. 2021 financial statements

35,000

Francesca Luchi

Member

01/01/20

31/12/21

approv. 2021 financial statements

35,000

Key Managers

282,000

518,758

(*) Employment responsibilities - (**) trade union fees from other Group companies - (***) including fees from other Group companies

7.5.2Equity investments held by directors, statutory auditors, general managers and key managers

Name and surname

Office held

Company

Number of shares held at the

end of the previous financial year

Number of

shares purchased

Number of

shares sold

Number of shares held at the

end of the previous financial year

Massimo Moratti

Chairman

Saras SpA

-

-

-

-

Dario Scaffardi

Chief Executive Officer and General Manager

Saras SpA

1,662,520

2,763,302 (1)

2,862,520

1,563,302

Angelo Moratti

Director

Saras SpA

-

-

-

-

Angelomario Moratti

Director

Saras SpA

-

-

-

-

Gabriele Moratti

Director

Saras SpA

-

-

-

-

Giovanni Emanuele Moratti

Director

Saras SpA

-

-

-

-

Gilberto Callera

Independent Director

Saras SpA

-

-

-

-

Adriana Cerretelli

Independent Director

Saras SpA

-

-

-

-

Laura Fidanza

Independent Director

Saras SpA

-

-

-

-

Isabelle Harvie-Watt

Independent Director

Saras SpA

-

-

-

-

Francesca Luchi

Independent Director

Saras SpA

-

-

-

-

Monica de Virgiliis

Independent Director

Saras SpA

-

-

-

-

Giancarla Branda

Chair of the Board of Statutory Auditors

Saras SpA

-

-

-

-

Paola Simonelli

Standing auditor

Saras SpA

-

-

-

-

Fabrizio Colombo

Standing auditor

Saras SpA

3,000

-

-

3,000

Pinuccia Mazza

Deputy auditor

Saras SpA

-

-

-

-

Andrea Perrone

Deputy auditor

Saras SpA

-

-

-

-

Key Managers

Saras SpA

10,809

1,185,828 (1)

511,823

684,814

7.6 Commitments

At 31st December 2020 and 2021 there were no irrevocable commitments in existence for the purchase

of materials or the provision of services over a period of several years.

As part of its normal activities, the Parent Company Saras issued sureties totalling EUR 313,720 thousand at 31st December 2021, mainly in favour of subsidiaries and bodies,As part of its normal activities, the Parent Company Saras issued sureties totalling EUR 313,720 thousand at 31st December 2021, mainly in favour of subsidiaries and bodies,such as Customs Agencies and the Ministry of Defence.

7.7 Other

There were no atypical and/or unusual transactions carried out during the year.

7.8 Subsequent events

For information on subsequent events after the end of the financial year, please refer to the relevant section of the Report on Operations.

8 Miscellaneous

Pursuant to Art. 2428 of the Italian Civil Code, the company’s other offices are:

General and Administrative Headquarters - Milan

Pursuant to Art. 149-duodecies of the Consob Issuers' Regulation, the table below provides details of the fees relating to 2021 paid to the independent auditors for the provision of audit and other non-audit services and the services provided by the network companies.

Types of services

Service

provider

Recipient

Compensation for the

year 2021

Audit

EY SpA

Saras SpA

534

Certification services

EY SpA

Saras SpA

35

Other services

EY SpA

Saras SpA

8

Total

577

9 Publication of the Financial Statements

In its meeting of 14th March 2022, Saras’ Board of Directors has authorised the publication of the Financial Statements. At the same meeting, the Board vested the Chairman and the CEO with separate powers to include in the Report on Operations and/or the Notes to the Financial Statements any further detailed information deemed necessary or appropriate to provide a clearer picture of operations to shareholders.

For the Board of Directors

The Chairman

Massimo Moratti

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STATEMENT OF SARAS GROUP’S MANAGER IN CHARGE OF FINANCIAL REPORTING
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INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
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STATEMENT OF SARAS’S MANAGER IN CHARGE OF FINANCIAL REPORTING

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BOARD OF STATUTORY AUDITORS’ REPORT ON THE SEPARATE FINANCIAL STATEMENTS OF SARAS SPA
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LIST OF OFFICES HELD BY THE BOARD OF STATUTORY AUDITORS IN COMPANIES REFERRED TO IN BOOK V OF THE ITALIAN CIVIL CODE ON 14TH MARCH 2022

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INDEPENDENT AUDITORS’ REPORT ON THE SEPARATE FINANCIAL STATEMENTS OF SARAS SPA
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